RingRevenue™ - Signup for Pay-Per-Call

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Addendum to LinkShare Publisher Membership Agreement

This Addendum (the "Addendum") to the LinkShare Publisher Membership Agreement (the "Agreement") is between LinkShare Corporation, a Delaware, U.S.A. corporation ("LinkShare") and You ("You" or "Your"). If You have registered for or on behalf of an entity, you are deemed to have accepted the Agreement and this Addendum on behalf of that entity. This Addendum relates to and covers the provision of, and Your use of, the RingRevenue call management and tracking services (individually and collectively, the "RingRevenue Services") as made available to You by LinkShare and by RingRevenue, Inc. ("RingRevenue"). The agreements and obligations described in this Addendum are intended to and shall have the same force and effect as if set forth at length in the body of the Agreement. To the extent that the provisions of this Addendum are inconsistent with the terms of the Agreement, the terms and conditions of this Addendum shall prevail. Capitalized terms that are defined in the Agreement but not in this Addendum shall have the meaning set forth in the Agreement.

For all purposes related to the use of the RingRevenue Services, the terms "Links," "links," "banners," or "codes" as used in the Agreement and this Addendum shall be modified to include all methods of communicating to a Network Advertiser by means of telecommunications services, including but not limited to telephone numbers and SMS text messages. Specifically, a link includes an action made by a "person" (as defined in the Agreement) through i) a telephone call to a designated telephone number authorized by the Network Advertiser to a call center or business telephone or ii) an Internet connection to a Web site or Web site content operated by a Network Advertiser from a Network Advertiser-authorized promotional method used by such Publisher. LinkShare or the Network Advertiser compensates the Publisher, in accordance with the payout specifications in the Agreement and the terms in this Addendum as they pertain to the RingRevenue Services.

1) You may apply to Network Advertiser campaigns for the opportunity to earn payouts by promoting the Network Advertiser in accordance with the Network Advertiser’s campaign terms and complying with the Agreement and this Addendum.
2) You agree to be compensated for pay-per-call commissions in accordance with the pay-per-call pricing and terms You agree to when applying for a Network Advertiser campaign, or Lead Advantage offer.
3) You agree to be compensated by LinkShare, or Network Advertisers for pay-per-call commissions, as reported via the RingRevenue Services, by having Your pay-per-call commissions uploaded via the standard click-based LinkShare infrastructure and in accordance with the Agreement. Your use of the RingRevenue Services constitutes Your acceptance of said pricing.
4) You acknowledge that the determination of the commissions You may be paid for a call may vary in accordance with the Network Advertiser’s, or Lead Advantage campaign terms and that the commissions for any such calls may be based on variable factors including the quality of the call as determined by Network Advertiser, LinkShare and/or RingRevenue.
5) You acknowledge that LinkShare or the Network Advertiser may change pay-per-call pricing associated with campaigns You may be promoting at their sole discretion and without warning and that current pricing will be visible to You at all times via the RingRevenue Service.
6) You agree that it will be at the discretion of the Network Advertiser and/or LinkShare to determine whether You will be compensated for multiple telephone calls originating from the same caller ID or otherwise determined to be from the same person or entity.
7) You agree that You will not make any misrepresentation as to products or services of any Network Advertiser in the publishing or use of any telephone number used in conjunction with the RingRevenue Services.
8) You acknowledge that Network Advertiser may change or cause to be changed the destination number to which calls generated by You are connected without notice to You and also that Network Advertiser may modify the caller experience in any way without notice to You.
9) You agree not to engage in any fraudulent activities. Engaging in any such behavior shall be the basis for immediate termination of Your use of the services and may subject You to penalties including but not limited to non-payment to You.
10) RingRevenue or LinkShare may remove the telephone numbers assigned to You due to lack of usage or any other reason and will notify You of such removal in advance. You acknowledge that LinkShare has no obligations to You with regard to calls placed through such telephone numbers or any numbers no longer associated with active campaigns or active Publishers.
11) You acknowledge that LinkShare reserves the right to redirect calls in the event of campaign expiration, non-payment by Network Advertiser, or other similar event which may represent Your or Network Advertiser’s discontinuation of use of some or all of the RingRevenue Services.
12) You are solely responsible for the content of all transmissions sent by You and any resulting communications, whether by telephone or Internet-based transmission, and You acknowledge and agree that LinkShare, RingRevenue and their partners neither endorse the content transmitted via Links nor assume 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. Neither LinkShare nor RingRevenue bears responsibility for communications configured by You via the RingRevenue Services.
13) You agree to be bound by the Agreement, any and all Network Policies and Guidelines as in effect from time to time and found at www.linkshare.com/affiliates/aff_guidelines.shtml, and RingRevenue’s Terms of Service and Privacy Policy which are located, respectively, at www.ringrevenue.com/terms_of_service and www.ringrevenue.com/privacy_policy.
14) You acknowledge that LinkShare retains the right to terminate Your use of the services at any time for any reason.
15) In the event that Your use of the RingRevenue Services is discontinued, LinkShare shall have no obligation to You for any calls generated by You or for You subsequent to such discontinuation.

Terms and Conditions for Ring Revenue, LLC Services

This agreement is between Ring Revenue, LLC ("we," "us" or "Ring Revenue") and you ("you"), as an authorized user of any of our call management and tracking services (individually and collectively, the "Services") and governs the terms and conditions of your use of the Services. The Services are provided to our clients under these Terms and Conditions, our privacy policy (www.ringrevenue.com/corporate/privacy_policy), and any operating rules and/or policies that we may publish from time to time (collectively, the "Agreement"). This Agreement and such policies constitute the entire agreement between you and us and supersede all prior agreements between the parties regarding the subject matter contained herein.

1. ACCEPTANCE OF TERMS AND CONDITIONS

1. BY USING ANY OF THE SERVICES, YOU CONFIRM YOUR ACCEPTANCE OF, AND AGREE TO BE BOUND BY, THIS AGREEMENT.

2. We may amend the Agreement at any time, and such amended Agreement will automatically be effective seven (7) days after we have posted the amended Agreement on our website. Your continued use of the Services will constitute acceptance of the amended Agreement, and no other Agreement version will be effective or enforceable against us.

3. The rights granted to you under this Agreement are expressly non-exclusive. You may not sell, assign, sublicense, or otherwise transfer or agree to transfer all or any portion of those rights without our prior written consent.

4. We may reject this Agreement for any reason or no reason, prior or subsequent to acceptance of the Agreement. Activation of our Services shall indicate our acceptance, but does not obligate us to provide or continue to provide access to any or all Services, such access will instead be provided in our discretion.

2. REQUIREMENTS FOR RING REVENUE SERVICES

1. You must either: (i) enter into a separate agreement with us describing the specific terms and conditions of the Services to be provided to you, or (ii) complete the registration process made available to you by us or by our partner(s), and such registration must be approved by us. Such separate agreement or registration process may be in one or more different formats and may be made available to you either online or offline, subject to change without prior notice.

2. Our Services are offered only to parties that can legally enter into and sign binding contracts. By accepting the terms of this Agreement, you represent and warrant to us that you are age eighteen (18) or older and/or the authorized signatory.

3. In consideration of the Services, you agree to: (i) provide current, complete, and accurate information about your identity, location, contact information, internet access and telecommunications Services as are required by us to provide our Services; (ii) maintain and update the information as required to keep such information current, complete, and accurate; (iii) use our 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 our Services; (v) not use our Services for illegal purposes; (vi) not interfere with or disrupt networks connected to our Services; (vii) comply with all regulations, policies and procedures of networks connected to our Services; and (viii) with respect to our Services, transfer calls only to legitimate recipients and/or destinations.

3. RING REVENUE SERVICES

1. When using the Services, you shall be subject to any posted guidelines, rules, or licenses applicable to such Services, this Agreement, or any other separate agreement between us. Such guidelines, rules, or licenses may contain terms and conditions in addition to those described in this Agreement.

2. We may refuse the Services to anyone at any time, in our sole discretion. We reserve the right to discontinue, temporarily or permanently, any or all of the Services, including by shutting down phone numbers, at any time, provided we will make reasonable efforts to notify you within twenty-four (24) hours of doing so. However, we reserve the right to discontinue any or all of the Services immediately and with no prior or subsequent notice required if we suspect you may be in breach of your obligations under this Agreement. We will refund you any unused amounts we have charged you for prepaid Services that we discontinued; as such amounts are determined by us in our discretion. We shall not be liable to you or any third-party for any termination of your access to the Services except as specifically set forth in this Agreement.

3. You agree that we will not be liable for damages (including consequential or special damages) arising out of any change of assigned telephone number(s), and you hereby waive any claims with respect to any such change, whether based on contractual, tort or other grounds, even if we have been advised of the possibility of damages. We reserve the right to withdraw telephone numbers from Services at our discretion when we determine that a telephone number is receiving insufficient use. You acknowledge that our policies and practices with regard to recapturing and repurposing telephone numbers may change from time-to-time at our discretion.

4. We will only use your information in accordance with our Privacy Policy, which is a part of this Agreement.

5. We shall take all steps we deem reasonably necessary to shield you from any personally identifiable information of a party calling a number utilized in the Services, including without limitation personal information of such caller (as described in our Privacy Policy), caller ID information, and any recordings of any calls utilized in connection with the Services.

6. The Services are designed to be used 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 THE SERVICES. You understand and acknowledge that emergency services cannot be accessed by originating calls to 911 using the Services. You understand and acknowledge that you must have and use a different means of contacting 911 emergency services.

7. Neither us nor any of our affiliates, subsidiaries, parent companies, agents, network services 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 the Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, NETWORK SERVICE PROVIDERS, CONTRACTORS, SUPPLIERS, PARTNERS, OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH THE 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 THE SERVICES. This Section 3 shall survive termination of this Agreement.

4. TERM OF AGREEMENT

1. The Services are offered on an open-ended basis for a term that begins on the date your Services are activated and you accept the Agreement (the "activation date"). This Agreement shall be deemed to be perpetually in effect without further action by you or by us unless either a) we terminate the provision of Services to you or b) you give us written notice of termination at least thirty (30) days prior to the intended date of termination for which notice is given.

2. If you terminate Services prior to the end of a campaign or otherwise defined term, you may be responsible for charges incurred by you subsequent to such termination, including without limitation unbilled charges, all of which immediately become due and payable.

3. Expiration of the term or termination of Services does not excuse you from paying all unpaid, accrued charges.

5. FEES

We will charge you fees in accordance with the terms of either: (i) a separate agreement, or (ii) the registration process you complete. Unless otherwise stated, all fees are quoted in U.S. dollars. You are responsible for paying all fees associated with using the Services and all applicable taxes.

6. INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS

The Services are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Services may violate such laws and this Agreement. Except as expressly provided herein, we do not grant any express or implied rights to use the Services. You agree 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 Services, except as expressly authorized herein.

7. MODIFICATIONS OF RING REVENUE SERVICES

1. We reserve the right to terminate or modify individual features of our Services from time to time with or without notice. In the event we opt to send written notice to you detailing such termination or modification, an email will be sent to the email address you most recently provided to us. Any such termination or modification will take effect upon the date of such written notice or such later date as specified therein. We are not responsible for confirming the receipt of any such notification.

2. We may, in our sole discretion, determine the extent, if any, to which any such modifications may impact the charges for the Services, but we shall not have any obligation to adjust the charges by reason of any such modifications.

3. We shall not be liable to you or any third party should we exercise our right to modify or terminate our Services or any feature of such Services.

8. YOUR CONDUCT

1. Your use of the Services is subject to all applicable local, state, national and international laws and regulations.

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

3. You shall not interfere with any other client's use and enjoyment of the Services.

4. We may, in our discretion, terminate the Services without notice if you fail to observe and comply with the terms and conditions of this Agreement. Failure on our part to actively terminate you account following any violation by you of this Agreement shall not constitute a waiver of our right to terminate and shall not prevent us from terminating you account, consistent with this Agreement, at any point for past and/or current violations of Agreement.

9. DISCLAIMER OF WARRANTIES

1. We expressly disclaim 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.

2. We make no warranty that the Services will meet your requirements, or that the Services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of our Services or as to the accuracy or reliability of any information obtained through our Services, or that defects in our Services will be corrected.

3. We will make commercially reasonable efforts to resolve any technical problems you may experience while using the Services.

10. LIMITATION OF LIABILITY

WE SHALL NOT HAVE ANY LIABILITY TO YOU FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY, IF ANY, EXCEED THE AMOUNTS CHARGED TO YOU AND PAID BY YOU FOR THE SERVICE IN QUESTION. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO OTHER WARRANTIES TO YOU AND DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. SERVICE OUTAGES

1. The Services are reliant upon independent services provided by third-parties that are beyond our control. The loss or interruption of any one of those independent services may prevent the Services from operating. We will use commercially reasonable efforts to manage all communications initiated by you and/or intended for you during any loss or interruption of such independent services.

2. Such independent services interruptions may include, but are not limited to:

1. Power outages;

2. Internet Service Provider outages;

3. Telecommunications services provider outages;

4. Outages due to suspension of your account; and

5. Outages due to your failure to maintain the services used in conjunction with the Services.

3. We 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, licenses, software or repairs thereof, acts or omissions of the other party, and acts of God.

4. Our ability to perform our obligations under this Agreement is dependent upon the availability of equipment and services from third parties (collectively, the "Vendors") with whom we have contracted for the provision of telecommunications and internet services and equipment used by us when providing the Services. You agree that we shall not be in breach of our obligations to you hereunder if we are prevented from performing such obligations by reason of the breach or other failure by any such Vendor to perform its obligations to us in accordance with the terms of such Vendor's agreement with us.

12. INDEMNIFICATION

You shall indemnify, defend, and hold us, our parent(s), 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 you in connection with the use of the Services, including but not limited to, any such claims, costs, damages, and expenses arising from or related to your violation of any terms and conditions of this Agreement, your violation of any applicable law, rule, or regulation, or any infringement by you (or any other person using the Services in reliance on your rights under this Agreement) of any intellectual property or other rights of any other person. This Section 12 shall survive termination of this Agreement.

13. TERMINATION

1. Either you or we may terminate the Services with or without cause at any time (the "Termination"). Without limiting the foregoing, we reserve the right to cancel this Agreement or terminate any Services provided to you if one or more of the telephone numbers assigned to you is not legitimately used in conjunction with the Services during any period of thirty (30) consecutive days. Our failure to exercise this right in relation to any specific period of nonuse shall not preclude us from thereafter invoking its right to cancel the Agreement or terminate the Services.

2. All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered to us at the address set forth below or at such other address as we may hereafter designate within this Agreement:

Ring Revenue, LLC

P.O. Box 3800

Santa Barbara, CA 93130

Facsimile: (925) 888-3888

3. c. Notice shall be considered delivered and effective on the earlier of actual receipt or when (a) personally delivered; (b) the day following transmission if sent by facsimile when followed by written confirmation by overnight carrier or certified United States mail; or (c) one (1) day after posting when sent by overnight carrier; or (d) five (5) days after posting when sent by certified United States mail.

4. d. Notwithstanding the foregoing, an online termination process may be made available on our web site. If no such online termination process is made available, however, then the above requirements for notification shall be in effect for all such notices of your intent to terminate the Services,

5. Notwithstanding any other provision of this Agreement to the contrary, we shall not be liable to you or any third party, or responsible for any charges incurred for the termination of services you obtain from third-party providers.

6. f. Upon Termination, any telephone number(s) assigned to you for use with the Services will become unavailable for use and, after an aging period, be returned to the inventory of telephone numbers and become available for assignment by us. No telephone number will be available for your use or reserved for you after your Services have been terminated.

14. TRADEMARK AND PROPRIETARY RIGHTS TO CONTENT

Our trademarks, websites, corporate names, trade names, domain names, logos, and service marks ("Marks") are the property of Ring Revenue. You are not permitted to use the Marks without the prior written consent of Ring Revenue. "Ring Revenue," "RingRevenue" and the Ring Revenue logo are trademarks of Ring Revenue, LLC.

15. 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.

16. ARBITRATION

All disputes which arise under this Agreement or in connection with the 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. YOU ACKNOWLEDGE AND AGREE THAT BY CONSENTING TO THIS AGREEMENT, YOU ARE CONSENTING TO BINDING ARBITRATION OF ALL DISPUTES HEREUNDER, AND THAT IN ARBITRATION, YOU 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 16: ARBITRATION IS INTENDED OR SHALL BE CONSTRUED TO MODIFY OR OTHERWISE BE INCONSISTENT WITH THE PROVISIONS OF SECTION 13: 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 OF THE SERVICES.

17. 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 16: Arbitration, above, and without limiting the applicability of any provisions there under, we and you 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 Services provided hereunder shall be the Superior Court in and for Santa Barbara County, California, sitting in the City of Santa Barbara, California. We and you agree that any cause of action arising out of or related to the Agreement or the 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 the parties 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.

We at any time and from time to time may assign our rights and delegate our duties under this Agreement without your prior consent. You may not assign this Agreement to any other person under any circumstances without our express prior written consent.

Our 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 us in writing.

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

You may contact us by:

Email: legal@ringrevenue.com

Mail: Ring Revenue, LLC

P.O. Box 3800

Santa Barbara, CA 93130

Last Updated: October 10, 2008

Terms and Conditions for Ring Revenue, LLC Services

This agreement is between Ring Revenue, LLC ("we," "us" or "Ring Revenue") and you ("you"), as an authorized user of any of our call management and tracking services (individually and collectively, the "Services") and governs the terms and conditions of your use of the Services. The Services are provided to our clients under these Terms and Conditions, our privacy policy (www.ringrevenue.com/corporate/privacy_policy), and any operating rules and/or policies that we may publish from time to time (collectively, the "Agreement"). This Agreement and such policies constitute the entire agreement between you and us and supersede all prior agreements between the parties regarding the subject matter contained herein.

1. ACCEPTANCE OF TERMS AND CONDITIONS

BY USING ANY OF THE SERVICES, YOU CONFIRM YOUR ACCEPTANCE OF, AND AGREE TO BE BOUND BY, THIS AGREEMENT.
We may amend the Agreement at any time, and such amended Agreement will automatically be effective seven (7) days after we have posted the amended Agreement on our website. Your continued use of the Services will constitute acceptance of the amended Agreement, and no other Agreement version will be effective or enforceable against us.
The rights granted to you under this Agreement are expressly non-exclusive. You may not sell, assign, sublicense, or otherwise transfer or agree to transfer all or any portion of those rights without our prior written consent.
We may reject this Agreement for any reason or no reason, prior or subsequent to acceptance of the Agreement. Activation of our Services shall indicate our acceptance, but does not obligate us to provide or continue to provide access to any or all Services, such access will instead be provided in our discretion.

2. REQUIREMENTS FOR RING REVENUE SERVICES

You must either: (i) enter into a separate agreement with us describing the specific terms and conditions of the Services to be provided to you, or (ii) complete the registration process made available to you by us or by our partner(s), and such registration must be approved by us. Such separate agreement or registration process may be in one or more different formats and may be made available to you either online or offline, subject to change without prior notice.
Our Services are offered only to parties that can legally enter into and sign binding contracts. By accepting the terms of this Agreement, you represent and warrant to us that you are age eighteen (18) or older and/or the authorized signatory.
In consideration of the Services, you agree to: (i) provide current, complete, and accurate information about your identity, location, contact information, internet access and telecommunications Services as are required by us to provide our Services; (ii) maintain and update the information as required to keep such information current, complete, and accurate; (iii) use our 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 our Services; (v) not use our Services for illegal purposes; (vi) not interfere with or disrupt networks connected to our Services; (vii) comply with all regulations, policies and procedures of networks connected to our Services; and (viii) with respect to our Services, transfer calls only to legitimate recipients and/or destinations.

3. RING REVENUE SERVICES

When using the Services, you shall be subject to any posted guidelines, rules, or licenses applicable to such Services, this Agreement, or any other separate agreement between us. Such guidelines, rules, or licenses may contain terms and conditions in addition to those described in this Agreement.
We may refuse the Services to anyone at any time, in our sole discretion. We reserve the right to discontinue, temporarily or permanently, any or all of the Services, including by shutting down phone numbers, at any time, provided we will make reasonable efforts to notify you within twenty-four (24) hours of doing so. However, we reserve the right to discontinue any or all of the Services immediately and with no prior or subsequent notice required if we suspect you may be in breach of your obligations under this Agreement. We will refund you any unused amounts we have charged you for prepaid Services that we discontinued; as such amounts are determined by us in our discretion. We shall not be liable to you or any third-party for any termination of your access to the Services except as specifically set forth in this Agreement.
You agree that we will not be liable for damages (including consequential or special damages) arising out of any change of assigned telephone number(s), and you hereby waive any claims with respect to any such change, whether based on contractual, tort or other grounds, even if we have been advised of the possibility of damages. We reserve the right to withdraw telephone numbers from Services at our discretion when we determine that a telephone number is receiving insufficient use. You acknowledge that our policies and practices with regard to recapturing and repurposing telephone numbers may change from time-to-time at our discretion.
We will only use your information in accordance with our Privacy Policy, which is a part of this Agreement.
We shall take all steps we deem reasonably necessary to shield you from any personally identifiable information of a party calling a number utilized in the Services, including without limitation personal information of such caller (as described in our Privacy Policy), caller ID information, and any recordings of any calls utilized in connection with the Services.
The Services are designed to be used 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 THE SERVICES. You understand and acknowledge that emergency services cannot be accessed by originating calls to 911 using the Services. You understand and acknowledge that you must have and use a different means of contacting 911 emergency services.
Neither us nor any of our affiliates, subsidiaries, parent companies, agents, network services 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 the Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, NETWORK SERVICE PROVIDERS, CONTRACTORS, SUPPLIERS, PARTNERS, OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH THE 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 THE SERVICES. This Section 3 shall survive termination of this Agreement.

4. TERM OF AGREEMENT

The Services are offered on an open-ended basis for a term that begins on the date your Services are activated and you accept the Agreement (the "activation date"). This Agreement shall be deemed to be perpetually in effect without further action by you or by us unless either a) we terminate the provision of Services to you or b) you give us written notice of termination at least thirty (30) days prior to the intended date of termination for which notice is given.
If you terminate Services prior to the end of a campaign or otherwise defined term, you may be responsible for charges incurred by you subsequent to such termination, including without limitation unbilled charges, all of which immediately become due and payable.
Expiration of the term or termination of Services does not excuse you from paying all unpaid, accrued charges.

5. FEES
We will charge you fees in accordance with the terms of either: (i) a separate agreement, or (ii) the registration process you complete. Unless otherwise stated, all fees are quoted in U.S. dollars. You are responsible for paying all fees associated with using the Services and all applicable taxes.

6. INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS
The Services are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Services may violate such laws and this Agreement. Except as expressly provided herein, we do not grant any express or implied rights to use the Services. You agree 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 Services, except as expressly authorized herein.

7. MODIFICATIONS OF RING REVENUE SERVICES

We reserve the right to terminate or modify individual features of our Services from time to time with or without notice. In the event we opt to send written notice to you detailing such termination or modification, an email will be sent to the email address you most recently provided to us. Any such termination or modification will take effect upon the date of such written notice or such later date as specified therein. We are not responsible for confirming the receipt of any such notification.
We may, in our sole discretion, determine the extent, if any, to which any such modifications may impact the charges for the Services, but we shall not have any obligation to adjust the charges by reason of any such modifications.
We shall not be liable to you or any third party should we exercise our right to modify or terminate our Services or any feature of such Services.

8. YOUR CONDUCT

Your use of the Services is subject to all applicable local, state, national and international laws and regulations.
You shall be fully liable for all use of your account, including any unauthorized use of such account by any third party. We bear no responsibility for communications received by you from third persons while using the Services or any use of any person's telecommunications services, including but not limited to, your telecommunications services in connection with the use of the Services.
You shall not interfere with any other client's use and enjoyment of the Services.
We may, in our discretion, terminate the Services without notice if you fail to observe and comply with the terms and conditions of this Agreement. Failure on our part to actively terminate you account following any violation by you of this Agreement shall not constitute a waiver of our right to terminate and shall not prevent us from terminating you account, consistent with this Agreement, at any point for past and/or current violations of Agreement.

9. DISCLAIMER OF WARRANTIES

We expressly disclaim 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.
We make no warranty that the Services will meet your requirements, or that the Services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of our Services or as to the accuracy or reliability of any information obtained through our Services, or that defects in our Services will be corrected.
We will make commercially reasonable efforts to resolve any technical problems you may experience while using the Services.

10. LIMITATION OF LIABILITY

WE SHALL NOT HAVE ANY LIABILITY TO YOU FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY, IF ANY, EXCEED THE AMOUNTS CHARGED TO YOU AND PAID BY YOU FOR THE SERVICE IN QUESTION. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO OTHER WARRANTIES TO YOU AND DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. SERVICE OUTAGES

The Services are reliant upon independent services provided by third-parties that are beyond our control. The loss or interruption of any one of those independent services may prevent the Services from operating. We will use commercially reasonable efforts to manage all communications initiated by you and/or intended for you during any loss or interruption of such independent services.
Such independent services interruptions may include, but are not limited to:
1. Power outages;
2. Internet Service Provider outages;
3. Telecommunications services provider outages;
4. Outages due to suspension of your account; and
5. Outages due to your failure to maintain the services used in conjunction with the Services.
We 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, licenses, software or repairs thereof, acts or omissions of the other party, and acts of God.
Our ability to perform our obligations under this Agreement is dependent upon the availability of equipment and services from third parties (collectively, the "Vendors") with whom we have contracted for the provision of telecommunications and internet services and equipment used by us when providing the Services. You agree that we shall not be in breach of our obligations to you hereunder if we are prevented from performing such obligations by reason of the breach or other failure by any such Vendor to perform its obligations to us in accordance with the terms of such Vendor's agreement with us.

12. INDEMNIFICATION
You shall indemnify, defend, and hold us, our parent(s), 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 you in connection with the use of the Services, including but not limited to, any such claims, costs, damages, and expenses arising from or related to your violation of any terms and conditions of this Agreement, your violation of any applicable law, rule, or regulation, or any infringement by you (or any other person using the Services in reliance on your rights under this Agreement) of any intellectual property or other rights of any other person. This Section 12 shall survive termination of this Agreement.

13. TERMINATION

Either you or we may terminate the Services with or without cause at any time (the "Termination"). Without limiting the foregoing, we reserve the right to cancel this Agreement or terminate any Services provided to you if one or more of the telephone numbers assigned to you is not legitimately used in conjunction with the Services during any period of thirty (30) consecutive days. Our failure to exercise this right in relation to any specific period of nonuse shall not preclude us from thereafter invoking its right to cancel the Agreement or terminate the Services.
All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered to us at the address set forth below or at such other address as we may hereafter designate within this Agreement:

Ring Revenue, LLC
P.O. Box 3800
Santa Barbara, CA 93130
Facsimile: (925) 888-3888
c. Notice shall be considered delivered and effective on the earlier of actual receipt or when (a) personally delivered; (b) the day following transmission if sent by facsimile when followed by written confirmation by overnight carrier or certified United States mail; or (c) one (1) day after posting when sent by overnight carrier; or (d) five (5) days after posting when sent by certified United States mail.
d. Notwithstanding the foregoing, an online termination process may be made available on our web site. If no such online termination process is made available, however, then the above requirements for notification shall be in effect for all such notices of your intent to terminate the Services,
Notwithstanding any other provision of this Agreement to the contrary, we shall not be liable to you or any third party, or responsible for any charges incurred for the termination of services you obtain from third-party providers.
f. Upon Termination, any telephone number(s) assigned to you for use with the Services will become unavailable for use and, after an aging period, be returned to the inventory of telephone numbers and become available for assignment by us. No telephone number will be available for your use or reserved for you after your Services have been terminated.

14. TRADEMARK AND PROPRIETARY RIGHTS TO CONTENT
Our trademarks, websites, corporate names, trade names, domain names, logos, and service marks ("Marks") are the property of Ring Revenue. You are not permitted to use the Marks without the prior written consent of Ring Revenue. "Ring Revenue," "RingRevenue" and the Ring Revenue logo are trademarks of Ring Revenue, LLC.

15. 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.

16. ARBITRATION
All disputes which arise under this Agreement or in connection with the 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. YOU ACKNOWLEDGE AND AGREE THAT BY CONSENTING TO THIS AGREEMENT, YOU ARE CONSENTING TO BINDING ARBITRATION OF ALL DISPUTES HEREUNDER, AND THAT IN ARBITRATION, YOU 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 16: ARBITRATION IS INTENDED OR SHALL BE CONSTRUED TO MODIFY OR OTHERWISE BE INCONSISTENT WITH THE PROVISIONS OF SECTION 13: 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 OF THE SERVICES.

17. 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 16: Arbitration, above, and without limiting the applicability of any provisions there under, we and you 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 Services provided hereunder shall be the Superior Court in and for Santa Barbara County, California, sitting in the City of Santa Barbara, California. We and you agree that any cause of action arising out of or related to the Agreement or the 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 the parties 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.

We at any time and from time to time may assign our rights and delegate our duties under this Agreement without your prior consent. You may not assign this Agreement to any other person under any circumstances without our express prior written consent.

Our 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 us in writing.

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

You may contact us by:

Email: legal@ringrevenue.com
Mail: Ring Revenue, LLC
P.O. Box 3800
Santa Barbara, CA 93130

Last Updated: October 10, 2008

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Addendum to LinkShare Publisher Membership Agreement This Addendum (the "Addendum") to the LinkShare Publisher Membership Agreement (the "Agreement") is between LinkShare Corporation, a Delaware, U.S.A. corporation ("LinkShare") and You ("You" or "Your"). If You have registered for or on behalf of an entity, you are deemed to have accepted the Agreement and this Addendum on behalf of that entity. This Addendum relates to and covers the provision of, and Your use of, the RingRevenue call management and tracking services (individually and collectively, the "RingRevenue Services") as made available to You by LinkShare and by RingRevenue, Inc. ("RingRevenue"). The agreements and obligations described in this Addendum are intended to and shall have the same force and effect as if set forth at length in the body of the Agreement. To the extent that the provisions of this Addendum are inconsistent with the terms of the Agreement, the terms and conditions of this Addendum shall prevail. Capitalized terms that are defined in the Agreement but not in this Addendum shall have the meaning set forth in the Agreement. For all purposes related to the use of the RingRevenue Services, the terms "Links," "links," "banners," or "codes" as used in the Agreement and this Addendum shall be modified to include all methods of communicating to a Network Advertiser by means of telecommunications services, including but not limited to telephone numbers and SMS text messages. Specifically, a link includes an action made by a "person" (as defined in the Agreement) through i) a telephone call to a designated telephone number authorized by the Network Advertiser to a call center or business telephone or ii) an Internet connection to a Web site or Web site content operated by a Network Advertiser from a Network Advertiser-authorized promotional method used by such Publisher. LinkShare or the Network Advertiser compensates the Publisher, in accordance with the payout specifications in the Agreement and the terms in this Addendum as they pertain to the RingRevenue Services. 1) You may apply to Network Advertiser campaigns for the opportunity to earn payouts by promoting the Network Advertiser in accordance with the Network Advertiser’s campaign terms and complying with the Agreement and this Addendum. 2) You agree to be compensated for pay-per-call commissions in accordance with the pay-per-call pricing and terms You agree to when applying for a Network Advertiser campaign, or Lead Advantage offer. 3) You agree to be compensated by LinkShare, or Network Advertisers for pay-per-call commissions, as reported via the RingRevenue Services, by having Your pay-per-call commissions uploaded via the standard click-based LinkShare infrastructure and in accordance with the Agreement. Your use of the RingRevenue Services constitutes Your acceptance of said pricing. 4) You acknowledge that the determination of the commissions You may be paid for a call may vary in accordance with the Network Advertiser’s, or Lead Advantage campaign terms and that the commissions for any such calls may be based on variable factors including the quality of the call as determined by Network Advertiser, LinkShare and/or RingRevenue. 5) You acknowledge that LinkShare or the Network Advertiser may change pay-per-call pricing associated with campaigns You may be promoting at their sole discretion and without warning and that current pricing will be visible to You at all times via the RingRevenue Service. 6) You agree that it will be at the discretion of the Network Advertiser and/or LinkShare to determine whether You will be compensated for multiple telephone calls originating from the same caller ID or otherwise determined to be from the same person or entity. 7) You agree that You will not make any misrepresentation as to products or services of any Network Advertiser in the publishing or use of any telephone number used in conjunction with the RingRevenue Services. 8) You acknowledge that Network Advertiser may change or cause to be changed the destination number to which calls generated by You are connected without notice to You and also that Network Advertiser may modify the caller experience in any way without notice to You. 9) You agree not to engage in any fraudulent activities. Engaging in any such behavior shall be the basis for immediate termination of Your use of the services and may subject You to penalties including but not limited to non-payment to You. 10) RingRevenue or LinkShare may remove the telephone numbers assigned to You due to lack of usage or any other reason and will notify You of such removal in advance. You acknowledge that LinkShare has no obligations to You with regard to calls placed through such telephone numbers or any numbers no longer associated with active campaigns or active Publishers. 11) You acknowledge that LinkShare reserves the right to redirect calls in the event of campaign expiration, non-payment by Network Advertiser, or other similar event which may represent Your or Network Advertiser’s discontinuation of use of some or all of the RingRevenue Services. 12) You are solely responsible for the content of all transmissions sent by You and any resulting communications, whether by telephone or Internet-based transmission, and You acknowledge and agree that LinkShare, RingRevenue and their partners neither endorse the content transmitted via Links nor assume 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. Neither LinkShare nor RingRevenue bears responsibility for communications configured by You via the RingRevenue Services. 13) You agree to be bound by the Agreement, any and all Network Policies and Guidelines as in effect from time to time and found at www.linkshare.com/affiliates/aff_guidelines.shtml, and RingRevenue’s Terms of Service and Privacy Policy which are located, respectively, at www.ringrevenue.com/terms_of_service and www.ringrevenue.com/privacy_policy. 14) You acknowledge that LinkShare retains the right to terminate Your use of the services at any time for any reason. 15) In the event that Your use of the RingRevenue Services is discontinued, LinkShare shall have no obligation to You for any calls generated by You or for You subsequent to such discontinuation. Terms and Conditions for Ring Revenue, LLC Services This agreement is between Ring Revenue, LLC ("we," "us" or "Ring Revenue") and you ("you"), as an authorized user of any of our call management and tracking services (individually and collectively, the "Services") and governs the terms and conditions of your use of the Services. The Services are provided to our clients under these Terms and Conditions, our privacy policy (www.ringrevenue.com/corporate/privacy_policy), and any operating rules and/or policies that we may publish from time to time (collectively, the "Agreement"). This Agreement and such policies constitute the entire agreement between you and us and supersede all prior agreements between the parties regarding the subject matter contained herein. 1. ACCEPTANCE OF TERMS AND CONDITIONS 1. BY USING ANY OF THE SERVICES, YOU CONFIRM YOUR ACCEPTANCE OF, AND AGREE TO BE BOUND BY, THIS AGREEMENT. 2. We may amend the Agreement at any time, and such amended Agreement will automatically be effective seven (7) days after we have posted the amended Agreement on our website. Your continued use of the Services will constitute acceptance of the amended Agreement, and no other Agreement version will be effective or enforceable against us. 3. The rights granted to you under this Agreement are expressly non-exclusive. You may not sell, assign, sublicense, or otherwise transfer or agree to transfer all or any portion of those rights without our prior written consent. 4. We may reject this Agreement for any reason or no reason, prior or subsequent to acceptance of the Agreement. Activation of our Services shall indicate our acceptance, but does not obligate us to provide or continue to provide access to any or all Services, such access will instead be provided in our discretion. 2. REQUIREMENTS FOR RING REVENUE SERVICES 1. You must either: (i) enter into a separate agreement with us describing the specific terms and conditions of the Services to be provided to you, or (ii) complete the registration process made available to you by us or by our partner(s), and such registration must be approved by us. Such separate agreement or registration process may be in one or more different formats and may be made available to you either online or offline, subject to change without prior notice. 2. Our Services are offered only to parties that can legally enter into and sign binding contracts. By accepting the terms of this Agreement, you represent and warrant to us that you are age eighteen (18) or older and/or the authorized signatory. 3. In consideration of the Services, you agree to: (i) provide current, complete, and accurate information about your identity, location, contact information, internet access and telecommunications Services as are required by us to provide our Services; (ii) maintain and update the information as required to keep such information current, complete, and accurate; (iii) use our 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 our Services; (v) not use our Services for illegal purposes; (vi) not interfere with or disrupt networks connected to our Services; (vii) comply with all regulations, policies and procedures of networks connected to our Services; and (viii) with respect to our Services, transfer calls only to legitimate recipients and/or destinations. 3. RING REVENUE SERVICES 1. When using the Services, you shall be subject to any posted guidelines, rules, or licenses applicable to such Services, this Agreement, or any other separate agreement between us. Such guidelines, rules, or licenses may contain terms and conditions in addition to those described in this Agreement. 2. We may refuse the Services to anyone at any time, in our sole discretion. We reserve the right to discontinue, temporarily or permanently, any or all of the Services, including by shutting down phone numbers, at any time, provided we will make reasonable efforts to notify you within twenty-four (24) hours of doing so. However, we reserve the right to discontinue any or all of the Services immediately and with no prior or subsequent notice required if we suspect you may be in breach of your obligations under this Agreement. We will refund you any unused amounts we have charged you for prepaid Services that we discontinued; as such amounts are determined by us in our discretion. We shall not be liable to you or any third-party for any termination of your access to the Services except as specifically set forth in this Agreement. 3. You agree that we will not be liable for damages (including consequential or special damages) arising out of any change of assigned telephone number(s), and you hereby waive any claims with respect to any such change, whether based on contractual, tort or other grounds, even if we have been advised of the possibility of damages. We reserve the right to withdraw telephone numbers from Services at our discretion when we determine that a telephone number is receiving insufficient use. You acknowledge that our policies and practices with regard to recapturing and repurposing telephone numbers may change from time-to-time at our discretion. 4. We will only use your information in accordance with our Privacy Policy, which is a part of this Agreement. 5. We shall take all steps we deem reasonably necessary to shield you from any personally identifiable information of a party calling a number utilized in the Services, including without limitation personal information of such caller (as described in our Privacy Policy), caller ID information, and any recordings of any calls utilized in connection with the Services. 6. The Services are designed to be used 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 THE SERVICES. You understand and acknowledge that emergency services cannot be accessed by originating calls to 911 using the Services. You understand and acknowledge that you must have and use a different means of contacting 911 emergency services. 7. Neither us nor any of our affiliates, subsidiaries, parent companies, agents, network services 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 the Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, NETWORK SERVICE PROVIDERS, CONTRACTORS, SUPPLIERS, PARTNERS, OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH THE 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 THE SERVICES. This Section 3 shall survive termination of this Agreement. 4. TERM OF AGREEMENT 1. The Services are offered on an open-ended basis for a term that begins on the date your Services are activated and you accept the Agreement (the "activation date"). This Agreement shall be deemed to be perpetually in effect without further action by you or by us unless either a) we terminate the provision of Services to you or b) you give us written notice of termination at least thirty (30) days prior to the intended date of termination for which notice is given. 2. If you terminate Services prior to the end of a campaign or otherwise defined term, you may be responsible for charges incurred by you subsequent to such termination, including without limitation unbilled charges, all of which immediately become due and payable. 3. Expiration of the term or termination of Services does not excuse you from paying all unpaid, accrued charges. 5. FEES We will charge you fees in accordance with the terms of either: (i) a separate agreement, or (ii) the registration process you complete. Unless otherwise stated, all fees are quoted in U.S. dollars. You are responsible for paying all fees associated with using the Services and all applicable taxes. 6. INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS The Services are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Services may violate such laws and this Agreement. Except as expressly provided herein, we do not grant any express or implied rights to use the Services. You agree 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 Services, except as expressly authorized herein. 7. MODIFICATIONS OF RING REVENUE SERVICES 1. We reserve the right to terminate or modify individual features of our Services from time to time with or without notice. In the event we opt to send written notice to you detailing such termination or modification, an email will be sent to the email address you most recently provided to us. Any such termination or modification will take effect upon the date of such written notice or such later date as specified therein. We are not responsible for confirming the receipt of any such notification. 2. We may, in our sole discretion, determine the extent, if any, to which any such modifications may impact the charges for the Services, but we shall not have any obligation to adjust the charges by reason of any such modifications. 3. We shall not be liable to you or any third party should we exercise our right to modify or terminate our Services or any feature of such Services. 8. YOUR CONDUCT 1. Your use of the Services is subject to all applicable local, state, national and international laws and regulations. 2. You shall be fully liable for all use of your account, including any unauthorized use of such account by any third party. We bear no responsibility for communications received by you from third persons while using the Services or any use of any person's telecommunications services, including but not limited to, your telecommunications services in connection with the use of the Services. 3. You shall not interfere with any other client's use and enjoyment of the Services. 4. We may, in our discretion, terminate the Services without notice if you fail to observe and comply with the terms and conditions of this Agreement. Failure on our part to actively terminate you account following any violation by you of this Agreement shall not constitute a waiver of our right to terminate and shall not prevent us from terminating you account, consistent with this Agreement, at any point for past and/or current violations of Agreement. 9. DISCLAIMER OF WARRANTIES 1. We expressly disclaim 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. 2. We make no warranty that the Services will meet your requirements, or that the Services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of our Services or as to the accuracy or reliability of any information obtained through our Services, or that defects in our Services will be corrected. 3. We will make commercially reasonable efforts to resolve any technical problems you may experience while using the Services. 10. LIMITATION OF LIABILITY WE SHALL NOT HAVE ANY LIABILITY TO YOU FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY, IF ANY, EXCEED THE AMOUNTS CHARGED TO YOU AND PAID BY YOU FOR THE SERVICE IN QUESTION. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO OTHER WARRANTIES TO YOU AND DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11. SERVICE OUTAGES 1. The Services are reliant upon independent services provided by third-parties that are beyond our control. The loss or interruption of any one of those independent services may prevent the Services from operating. We will use commercially reasonable efforts to manage all communications initiated by you and/or intended for you during any loss or interruption of such independent services. 2. Such independent services interruptions may include, but are not limited to: 1. Power outages; 2. Internet Service Provider outages; 3. Telecommunications services provider outages; 4. Outages due to suspension of your account; and 5. Outages due to your failure to maintain the services used in conjunction with the Services. 3. We 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, licenses, software or repairs thereof, acts or omissions of the other party, and acts of God. 4. Our ability to perform our obligations under this Agreement is dependent upon the availability of equipment and services from third parties (collectively, the "Vendors") with whom we have contracted for the provision of telecommunications and internet services and equipment used by us when providing the Services. You agree that we shall not be in breach of our obligations to you hereunder if we are prevented from performing such obligations by reason of the breach or other failure by any such Vendor to perform its obligations to us in accordance with the terms of such Vendor's agreement with us. 12. INDEMNIFICATION You shall indemnify, defend, and hold us, our parent(s), 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 you in connection with the use of the Services, including but not limited to, any such claims, costs, damages, and expenses arising from or related to your violation of any terms and conditions of this Agreement, your violation of any applicable law, rule, or regulation, or any infringement by you (or any other person using the Services in reliance on your rights under this Agreement) of any intellectual property or other rights of any other person. This Section 12 shall survive termination of this Agreement. 13. TERMINATION 1. Either you or we may terminate the Services with or without cause at any time (the "Termination"). Without limiting the foregoing, we reserve the right to cancel this Agreement or terminate any Services provided to you if one or more of the telephone numbers assigned to you is not legitimately used in conjunction with the Services during any period of thirty (30) consecutive days. Our failure to exercise this right in relation to any specific period of nonuse shall not preclude us from thereafter invoking its right to cancel the Agreement or terminate the Services. 2. All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered to us at the address set forth below or at such other address as we may hereafter designate within this Agreement: Ring Revenue, LLC P.O. Box 3800 Santa Barbara, CA 93130 Facsimile: (925) 888-3888 3. c. Notice shall be considered delivered and effective on the earlier of actual receipt or when (a) personally delivered; (b) the day following transmission if sent by facsimile when followed by written confirmation by overnight carrier or certified United States mail; or (c) one (1) day after posting when sent by overnight carrier; or (d) five (5) days after posting when sent by certified United States mail. 4. d. Notwithstanding the foregoing, an online termination process may be made available on our web site. If no such online termination process is made available, however, then the above requirements for notification shall be in effect for all such notices of your intent to terminate the Services, 5. Notwithstanding any other provision of this Agreement to the contrary, we shall not be liable to you or any third party, or responsible for any charges incurred for the termination of services you obtain from third-party providers. 6. f. Upon Termination, any telephone number(s) assigned to you for use with the Services will become unavailable for use and, after an aging period, be returned to the inventory of telephone numbers and become available for assignment by us. No telephone number will be available for your use or reserved for you after your Services have been terminated. 14. TRADEMARK AND PROPRIETARY RIGHTS TO CONTENT Our trademarks, websites, corporate names, trade names, domain names, logos, and service marks ("Marks") are the property of Ring Revenue. You are not permitted to use the Marks without the prior written consent of Ring Revenue. "Ring Revenue," "RingRevenue" and the Ring Revenue logo are trademarks of Ring Revenue, LLC. 15. 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. 16. ARBITRATION All disputes which arise under this Agreement or in connection with the 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. YOU ACKNOWLEDGE AND AGREE THAT BY CONSENTING TO THIS AGREEMENT, YOU ARE CONSENTING TO BINDING ARBITRATION OF ALL DISPUTES HEREUNDER, AND THAT IN ARBITRATION, YOU 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 16: ARBITRATION IS INTENDED OR SHALL BE CONSTRUED TO MODIFY OR OTHERWISE BE INCONSISTENT WITH THE PROVISIONS OF SECTION 13: 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 OF THE SERVICES. 17. 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 16: Arbitration, above, and without limiting the applicability of any provisions there under, we and you 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 Services provided hereunder shall be the Superior Court in and for Santa Barbara County, California, sitting in the City of Santa Barbara, California. We and you agree that any cause of action arising out of or related to the Agreement or the 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 the parties 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. We at any time and from time to time may assign our rights and delegate our duties under this Agreement without your prior consent. You may not assign this Agreement to any other person under any circumstances without our express prior written consent. Our 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 us in writing. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance. You may contact us by: Email: legal@ringrevenue.com Mail: Ring Revenue, LLC P.O. Box 3800 Santa Barbara, CA 93130 Last Updated: October 10, 2008 Terms and Conditions for Ring Revenue, LLC Services This agreement is between Ring Revenue, LLC ("we," "us" or "Ring Revenue") and you ("you"), as an authorized user of any of our call management and tracking services (individually and collectively, the "Services") and governs the terms and conditions of your use of the Services. The Services are provided to our clients under these Terms and Conditions, our privacy policy (www.ringrevenue.com/corporate/privacy_policy), and any operating rules and/or policies that we may publish from time to time (collectively, the "Agreement"). This Agreement and such policies constitute the entire agreement between you and us and supersede all prior agreements between the parties regarding the subject matter contained herein. 1. ACCEPTANCE OF TERMS AND CONDITIONS BY USING ANY OF THE SERVICES, YOU CONFIRM YOUR ACCEPTANCE OF, AND AGREE TO BE BOUND BY, THIS AGREEMENT. We may amend the Agreement at any time, and such amended Agreement will automatically be effective seven (7) days after we have posted the amended Agreement on our website. Your continued use of the Services will constitute acceptance of the amended Agreement, and no other Agreement version will be effective or enforceable against us. The rights granted to you under this Agreement are expressly non-exclusive. You may not sell, assign, sublicense, or otherwise transfer or agree to transfer all or any portion of those rights without our prior written consent. We may reject this Agreement for any reason or no reason, prior or subsequent to acceptance of the Agreement. Activation of our Services shall indicate our acceptance, but does not obligate us to provide or continue to provide access to any or all Services, such access will instead be provided in our discretion. 2. REQUIREMENTS FOR RING REVENUE SERVICES You must either: (i) enter into a separate agreement with us describing the specific terms and conditions of the Services to be provided to you, or (ii) complete the registration process made available to you by us or by our partner(s), and such registration must be approved by us. Such separate agreement or registration process may be in one or more different formats and may be made available to you either online or offline, subject to change without prior notice. Our Services are offered only to parties that can legally enter into and sign binding contracts. By accepting the terms of this Agreement, you represent and warrant to us that you are age eighteen (18) or older and/or the authorized signatory. In consideration of the Services, you agree to: (i) provide current, complete, and accurate information about your identity, location, contact information, internet access and telecommunications Services as are required by us to provide our Services; (ii) maintain and update the information as required to keep such information current, complete, and accurate; (iii) use our 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 our Services; (v) not use our Services for illegal purposes; (vi) not interfere with or disrupt networks connected to our Services; (vii) comply with all regulations, policies and procedures of networks connected to our Services; and (viii) with respect to our Services, transfer calls only to legitimate recipients and/or destinations. 3. RING REVENUE SERVICES When using the Services, you shall be subject to any posted guidelines, rules, or licenses applicable to such Services, this Agreement, or any other separate agreement between us. Such guidelines, rules, or licenses may contain terms and conditions in addition to those described in this Agreement. We may refuse the Services to anyone at any time, in our sole discretion. We reserve the right to discontinue, temporarily or permanently, any or all of the Services, including by shutting down phone numbers, at any time, provided we will make reasonable efforts to notify you within twenty-four (24) hours of doing so. However, we reserve the right to discontinue any or all of the Services immediately and with no prior or subsequent notice required if we suspect you may be in breach of your obligations under this Agreement. We will refund you any unused amounts we have charged you for prepaid Services that we discontinued; as such amounts are determined by us in our discretion. We shall not be liable to you or any third-party for any termination of your access to the Services except as specifically set forth in this Agreement. You agree that we will not be liable for damages (including consequential or special damages) arising out of any change of assigned telephone number(s), and you hereby waive any claims with respect to any such change, whether based on contractual, tort or other grounds, even if we have been advised of the possibility of damages. We reserve the right to withdraw telephone numbers from Services at our discretion when we determine that a telephone number is receiving insufficient use. You acknowledge that our policies and practices with regard to recapturing and repurposing telephone numbers may change from time-to-time at our discretion. We will only use your information in accordance with our Privacy Policy, which is a part of this Agreement. We shall take all steps we deem reasonably necessary to shield you from any personally identifiable information of a party calling a number utilized in the Services, including without limitation personal information of such caller (as described in our Privacy Policy), caller ID information, and any recordings of any calls utilized in connection with the Services. The Services are designed to be used 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 THE SERVICES. You understand and acknowledge that emergency services cannot be accessed by originating calls to 911 using the Services. You understand and acknowledge that you must have and use a different means of contacting 911 emergency services. Neither us nor any of our affiliates, subsidiaries, parent companies, agents, network services 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 the Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, NETWORK SERVICE PROVIDERS, CONTRACTORS, SUPPLIERS, PARTNERS, OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH THE 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 THE SERVICES. This Section 3 shall survive termination of this Agreement. 4. TERM OF AGREEMENT The Services are offered on an open-ended basis for a term that begins on the date your Services are activated and you accept the Agreement (the "activation date"). This Agreement shall be deemed to be perpetually in effect without further action by you or by us unless either a) we terminate the provision of Services to you or b) you give us written notice of termination at least thirty (30) days prior to the intended date of termination for which notice is given. If you terminate Services prior to the end of a campaign or otherwise defined term, you may be responsible for charges incurred by you subsequent to such termination, including without limitation unbilled charges, all of which immediately become due and payable. Expiration of the term or termination of Services does not excuse you from paying all unpaid, accrued charges. 5. FEES We will charge you fees in accordance with the terms of either: (i) a separate agreement, or (ii) the registration process you complete. Unless otherwise stated, all fees are quoted in U.S. dollars. You are responsible for paying all fees associated with using the Services and all applicable taxes. 6. INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS The Services are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Services may violate such laws and this Agreement. Except as expressly provided herein, we do not grant any express or implied rights to use the Services. You agree 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 Services, except as expressly authorized herein. 7. MODIFICATIONS OF RING REVENUE SERVICES We reserve the right to terminate or modify individual features of our Services from time to time with or without notice. In the event we opt to send written notice to you detailing such termination or modification, an email will be sent to the email address you most recently provided to us. Any such termination or modification will take effect upon the date of such written notice or such later date as specified therein. We are not responsible for confirming the receipt of any such notification. We may, in our sole discretion, determine the extent, if any, to which any such modifications may impact the charges for the Services, but we shall not have any obligation to adjust the charges by reason of any such modifications. We shall not be liable to you or any third party should we exercise our right to modify or terminate our Services or any feature of such Services. 8. YOUR CONDUCT Your use of the Services is subject to all applicable local, state, national and international laws and regulations. You shall be fully liable for all use of your account, including any unauthorized use of such account by any third party. We bear no responsibility for communications received by you from third persons while using the Services or any use of any person's telecommunications services, including but not limited to, your telecommunications services in connection with the use of the Services. You shall not interfere with any other client's use and enjoyment of the Services. We may, in our discretion, terminate the Services without notice if you fail to observe and comply with the terms and conditions of this Agreement. Failure on our part to actively terminate you account following any violation by you of this Agreement shall not constitute a waiver of our right to terminate and shall not prevent us from terminating you account, consistent with this Agreement, at any point for past and/or current violations of Agreement. 9. DISCLAIMER OF WARRANTIES We expressly disclaim 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. We make no warranty that the Services will meet your requirements, or that the Services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of our Services or as to the accuracy or reliability of any information obtained through our Services, or that defects in our Services will be corrected. We will make commercially reasonable efforts to resolve any technical problems you may experience while using the Services. 10. LIMITATION OF LIABILITY WE SHALL NOT HAVE ANY LIABILITY TO YOU FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY, IF ANY, EXCEED THE AMOUNTS CHARGED TO YOU AND PAID BY YOU FOR THE SERVICE IN QUESTION. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO OTHER WARRANTIES TO YOU AND DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11. SERVICE OUTAGES The Services are reliant upon independent services provided by third-parties that are beyond our control. The loss or interruption of any one of those independent services may prevent the Services from operating. We will use commercially reasonable efforts to manage all communications initiated by you and/or intended for you during any loss or interruption of such independent services. Such independent services interruptions may include, but are not limited to: Power outages; Internet Service Provider outages; Telecommunications services provider outages; Outages due to suspension of your account; and Outages due to your failure to maintain the services used in conjunction with the Services. We 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, licenses, software or repairs thereof, acts or omissions of the other party, and acts of God. Our ability to perform our obligations under this Agreement is dependent upon the availability of equipment and services from third parties (collectively, the "Vendors") with whom we have contracted for the provision of telecommunications and internet services and equipment used by us when providing the Services. You agree that we shall not be in breach of our obligations to you hereunder if we are prevented from performing such obligations by reason of the breach or other failure by any such Vendor to perform its obligations to us in accordance with the terms of such Vendor's agreement with us. 12. INDEMNIFICATION You shall indemnify, defend, and hold us, our parent(s), 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 you in connection with the use of the Services, including but not limited to, any such claims, costs, damages, and expenses arising from or related to your violation of any terms and conditions of this Agreement, your violation of any applicable law, rule, or regulation, or any infringement by you (or any other person using the Services in reliance on your rights under this Agreement) of any intellectual property or other rights of any other person. This Section 12 shall survive termination of this Agreement. 13. TERMINATION Either you or we may terminate the Services with or without cause at any time (the "Termination"). Without limiting the foregoing, we reserve the right to cancel this Agreement or terminate any Services provided to you if one or more of the telephone numbers assigned to you is not legitimately used in conjunction with the Services during any period of thirty (30) consecutive days. Our failure to exercise this right in relation to any specific period of nonuse shall not preclude us from thereafter invoking its right to cancel the Agreement or terminate the Services. All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered to us at the address set forth below or at such other address as we may hereafter designate within this Agreement: Ring Revenue, LLC P.O. Box 3800 Santa Barbara, CA 93130 Facsimile: (925) 888-3888 c. Notice shall be considered delivered and effective on the earlier of actual receipt or when (a) personally delivered; (b) the day following transmission if sent by facsimile when followed by written confirmation by overnight carrier or certified United States mail; or (c) one (1) day after posting when sent by overnight carrier; or (d) five (5) days after posting when sent by certified United States mail. d. Notwithstanding the foregoing, an online termination process may be made available on our web site. If no such online termination process is made available, however, then the above requirements for notification shall be in effect for all such notices of your intent to terminate the Services, Notwithstanding any other provision of this Agreement to the contrary, we shall not be liable to you or any third party, or responsible for any charges incurred for the termination of services you obtain from third-party providers. f. Upon Termination, any telephone number(s) assigned to you for use with the Services will become unavailable for use and, after an aging period, be returned to the inventory of telephone numbers and become available for assignment by us. No telephone number will be available for your use or reserved for you after your Services have been terminated. 14. TRADEMARK AND PROPRIETARY RIGHTS TO CONTENT Our trademarks, websites, corporate names, trade names, domain names, logos, and service marks ("Marks") are the property of Ring Revenue. You are not permitted to use the Marks without the prior written consent of Ring Revenue. "Ring Revenue," "RingRevenue" and the Ring Revenue logo are trademarks of Ring Revenue, LLC. 15. 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. 16. ARBITRATION All disputes which arise under this Agreement or in connection with the 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. YOU ACKNOWLEDGE AND AGREE THAT BY CONSENTING TO THIS AGREEMENT, YOU ARE CONSENTING TO BINDING ARBITRATION OF ALL DISPUTES HEREUNDER, AND THAT IN ARBITRATION, YOU 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 16: ARBITRATION IS INTENDED OR SHALL BE CONSTRUED TO MODIFY OR OTHERWISE BE INCONSISTENT WITH THE PROVISIONS OF SECTION 13: 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 OF THE SERVICES. 17. 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 16: Arbitration, above, and without limiting the applicability of any provisions there under, we and you 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 Services provided hereunder shall be the Superior Court in and for Santa Barbara County, California, sitting in the City of Santa Barbara, California. We and you agree that any cause of action arising out of or related to the Agreement or the 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 the parties 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. We at any time and from time to time may assign our rights and delegate our duties under this Agreement without your prior consent. You may not assign this Agreement to any other person under any circumstances without our express prior written consent. Our 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 us in writing. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance. You may contact us by: Email: legal@ringrevenue.com Mail: Ring Revenue, LLC P.O. Box 3800 Santa Barbara, CA 93130 Last Updated: October 10, 2008 Agree to Terms

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