CallKey Group Limited, an Isle of Man private limited company, and including it’s “Licensed Agents” (“CallKey” or “we”), is providing its Products to you (the “Customer” or “you”) either directly or, where a licensed agent of CallKey exists in a given jurisdiction (a “Licensed Agent”), through a Licensed Agent, pursuant to the following Terms and Conditions of Sale (the “Terms & Conditions of Sale”). If you do not agree to be bound by these Terms & Conditions of Sale, you are not authorized to use CallKey’s website or purchase or use any of CallKey’s telephony, software and hardware products, some of which will be provided via the Web (collectively the “Products”).

We reserve the right to revise these Terms & Conditions of Sale at any time. When we revise these Terms & Conditions of Sale, we also will revise the “last up-dated date” at the top of these Terms & Conditions of Sale. You are responsible for regularly reviewing the current Terms & Conditions of Sale.

The most current version of the Terms & Conditions of Sale can be reviewed by clicking on the “Terms & Conditions of Sale” hypertext link located at the top of our home Webpage www.callkey.com (this Webpage and all other CallKey website pages are hereinafter collectively referred to as the “CallKey Website”).

Your continued use of the CallKey Website and/or our Products after our posting of any revised Terms & Conditions of Sale constitutes your agreement to any such revised Terms & Conditions of Sale. If any such revised Terms & Conditions of Sale are unacceptable to you, please do not use the CallKey Website or our Products.

We provide you with one or more of the telecommunications Products listed in Appendix I. of these Terms & Conditions of Sale, as determined from time to time by us.

If a CallKey Licensed Agent exists in the jurisdiction of Enrollment of a Customer, then the relationship between the Customer and CallKey will be deemed to be the property of such Licensed Agent, who will be determined from time to time, without notice to the Customer, by CallKey. The Products will at all times be operated by CallKey (or it’s Licensed Agents) and payment for the use of the Products by the Customer will be due to CallKey or the Licensed Agent, as applicable.

We are providing the Products to you on an “as-is” and “as-available” basis. Use of the Products is at your sole risk and responsibility.

Subject to these Terms & Conditions of Sale, you are authorized to access and use the Products at our sole discretion and only after you have either completed the Enrollment process or purchased the Products, as the case maybe. We have the right to suspend or terminate your use of the CallKey Website or the Products at any time and for any reason whatsoever or for no reason, entirely at our sole discretion, with or without notice to you.

You represent that the information you have provided (or may hereafter provide) to us through the Enrollment process or otherwise (the “Enrollment Information”) is accurate and that you are the individual identified in such information. In the event any Enrollment Information changes after you supply it to us, you agree to promptly update your Enrollment Information through the CallKey Website.

During the Enrollment process and from time to time thereafter, you will designate one or more telephone numbers as “Origination Numbers,” which will constitute telephone numbers from which you may initiate use of the Products. After completing the Enrollment process, you will be issued a User ID and a Password. You agree (a) to maintain the confidentiality of your User ID and Password and to exit from your account at the end of each session, and (b) that you are fully responsible for any, and all, activities that occur under your User ID. You agree to notify us immediately of either any unauthorized use of your account or any other breach of security. You agree that we will not be liable for any loss that you may incur as a result of someone else using your User ID, Password or Origination Number(s), either with, or without, your knowledge.

Without limiting the generality of the foregoing, you are solely responsible for all Products requested using your User ID, Password and Origination Number(s), whether or not you have authorized the person using the Products (including any family member of yours who is a minor) to use your User ID, Password and Origination Number(s). You agree not to use anyone else’s CallKey account at any time.

 You agree neither to access, nor use, the CallKey Website in any manner that is prohibited by these Terms & Conditions of Sale or is otherwise unlawful. Without limiting the generality of the foregoing, you agree that you will access and use the CallKey Website solely by manual request and not programmatically by macro or other automated means, and that you will not, directly or indirectly, (a) modify, copy, distribute (including via electronic mail), transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, sell, resell or exploit for any commercial purposes any portion of the CallKey Website or the Products unless expressly authorized by these Terms & Conditions of Sale or by CallKey in writing, (b) access or use the CallKey Website through, or in connection with, any software product other than the customary web browsers (such as Microsoft Internet Explorer and Netscape Navigator), (c) use any software tools, procedures or instructions (other than customary Web browsers), automatic devices or automated processes, or manual process to monitor or access data or content provided through the CallKey Website, (d) otherwise “meta-search” the CallKey Website, or send, or cause to be sent, any automated queries of any sort to the CallKey Website, (e) use any device, hardware or software to bypass any security system on the CallKey Website, (f) disrupt or attempt to disrupt the proper or usual working of the CallKey Website, (g) use the CallKey Website in any manner that could damage, disable, overburden, or impair the CallKey Website (or the network(s) connected to the CallKey Website) or interfere with any other party’s use and enjoyment of the CallKey Website, (h) take any action that may cause, or that actually causes, an unreasonable or disproportionately large load on CallKey’s computer servers, (i) distribute any software or instructions that could be used to breach any of the terms and conditions set forth herein, (j) attempt to gain unauthorized access to the CallKey Website, other accounts, computer systems or networks connected to the CallKey Website or otherwise operated by CallKey through hacking, password mining or any other means, and/or (k) alter or remove any trademark, copyright and/or any other notice contained in any information obtained from the CallKey Website.

You also agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the CallKey Website.

We may establish general policies concerning use of the Products, including, but not limited to, the maximum number of days that directories, speed dial lists, bill codes and other personalized settings will be retained by the Products, or the maximum disk space that will be allotted on our server on your behalf. We may change these general policies at any time at our sole discretion, with or without notice to you.

We reserve the right at any time, from time to time and at our sole discretion, with or without notice to you: (i) to modify, suspend or discontinue, temporarily or permanently, the CallKey Website or the relevant Products (or any part thereof); (ii) to delete (whether or not intentionally) any data or other personalized settings maintained by the relevant Products for you; or (iii) to terminate any Customer account that is inactive. We shall not be liable to you or any other party for taking any of such actions.

We shall invoice you on a monthly basis, or at any other time determined from time to time by CallKey. If agreed by CallKey, you may settle your invoice through pre-payment methods (achieved through bank transfer, credit and debit card payment, personal cheques, business cheques, postal orders, pre-paid money orders, as well as other methods approved by CallKey from time to time) or post-payment methods (achieved through bank transfer, credit and debit card payment, personal cheques, business cheques, postal orders, pre-paid money orders as well as other methods approved by CallKey from time to time). The specific method of payment will be as agreed when either you complete your Enrollment for our related Products, which process will establish your account or when you otherwise purchase any Products. Post-payment will be first subject to “Credit Approval” by CallKey and then, if approved, charged to your chosen method of payment generally 14 days after the issue of the invoice raised by CallKey, in cases of credit or debit card settlement, and generally 30 days for all other methods of payment.

Any change of your method of payment will only be made with the prior approval of CallKey. Approval can be made by verified access to Web-systems or e-mail transmission or via the postal mail system.

You waive all rights to challenge invoices, correctly raised by CallKey in accordance with these Terms & Conditions of Sale and the information provided by you in establishing the account, with third parties, unless you have first contacted the accounts department of CallKey, within the defined notice period of either 14 days in the case of credit card settlement, or 30 days in all other cases, about the specific enquiry or disputed invoice. Where a challenge has not been made by you to CallKey in the period defined in these Terms & Conditions of Sale, you will be deemed to have automatically waived all your rights to either challenge, or appeal, the relevant invoice, unless agreed by CallKey in writing by delivery as defined in these Terms & Conditions of Sale.

Where payment remains outstanding after the allowed period of time as defined in these Terms & Conditions of Sale, CallKey reserves the rights to suspend or cancel your account indefinitely in accordance with these Terms & Conditions of Sale and to take whatsoever steps are determined appropriate by CallKey from time to time for the collection of all outstanding monies, if any, due to CallKey from you.

Your privacy is important to us. Our use of your personally identifiable information is governed by our Privacy Statement that can be viewed here . You hereby acknowledge that you have read our Privacy Statement and you hereby agree to the terms and conditions of our Privacy Statement.

The CallKey Website may contain hyperlinks to other websites and Internet resources operated by parties other than CallKey (“Linked websites”). CallKey has no control over any such Linked websites. Such hyperlinks are provided for your reference only. CallKey’s inclusion of such hyperlinks to linked websites does not imply any endorsement of the material on such linked websites or any association with their operators.

Accordingly, you acknowledge and agree that CallKey is not responsible for the availability of linked websites and that it neither endorses and nor that it is responsible or liable for any content, advertising, products, privacy policies, or other materials on or available from such linked websites. You further acknowledge and agree that CallKey shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or Products available on or through any such linked website. You are also deemed to be responsible for viewing and abiding by the privacy statements and terms of use posted at the linked websites of such other operators.

You agree not to link to the website, or to cause any website that you operate or otherwise control, to link to the CallKey Website, in each instance without first obtaining the express written permission from CallKey to do so. You agree that if you do receive such permission, that you will link only in accordance with the terms and conditions of such permission and that CallKey may revoke such permission at any time and for any reason and that after such revocation, you will not thereafter link to the CallKey Website, or cause any web Website that you operate or otherwise control, to link to the CallKey Website.

You agree that CallKey, at its sole discretion, may terminate your User ID and Password or use of the Products (or any part thereof), and remove and discard any of your personalized information within the Products, for any reason whatsoever or for no reason, including, without limitation, for lack of use, or if CallKey believes that you have violated, or acted inconsistently with, the letter or spirit of these Terms & Conditions of Sale. CallKey may also, at its sole discretion, at any time discontinue providing the Products, or any part thereof, with or without notice and for any reason whatsoever.

You agree that any termination of your access to the Products under any provision of these Terms & Conditions of Sale may be effected without prior notice, and that you also acknowledge and agree that CallKey may immediately either deactivate, or delete, your account and all related Enrollment Information and files in your CallKey account and/or bar any further access to such files or the relevant Products. Further, you agree that CallKey shall not be liable either to you, or any third-party, as a result of our termination of your access to the Products. Upon termination of the relevant Products, all rights granted to you hereunder shall terminate. You must pay all charges up to and including the date of such termination.

Conversely, you may terminate the relevant Products by giving at least 30 days’ written notice to CallKey at its address set forth at the end of these Terms & Conditions of Sale. In such event, you must pay all charges up to and including the date of such termination. If you have paid for the Products using a pre-paid method, CallKey will use any pre-payment to offset against the final amount owed by you for the relevant Products. Where a final amount is owed by CallKey to you, CallKey will endeavor to make payment to you within 30 days after the date of such termination of the relevant Products.

Your ability to access the CallKey Website or use the Products may depend on the timely and proper operation of the relevant Products that third parties provide, such as Internet access, email products, SMS messaging, WAP functionality or telephony channels. You acknowledge that CallKey has no control over such third parties and is not responsible for any damage or loss caused by an inability to access or use the CallKey Website or the Products, or an error in accessing or using the CallKey Website or the relevant Products, caused by such third party products.

All contents of the CallKey Website are: Copyright © 2004 CallKey, Unit 3b Isle of Man Freeport, Ballasalla, Isle of Man, IM9 2AP British Isles. All rights reserved. Elements of the CallKey Website are protected by trade dress, trademark, copyright, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the CallKey Website may be copied or retransmitted, unless expressly permitted by CallKey. CallKey, StreamOn and other names of CallKey Products referenced in the CallKey Website may be trademarks or registered trademarks of CallKey in the United States and/or in other countries. Other product and company names mentioned in the CallKey Website may be the trademarks of their respective owners.

We retain all right, title and interest in the Products and the CallKey Website, including all intellectual property rights therein, except for the limited license of our software required to use the Products described below (the “Software”). You acknowledge that our rights to the Products and the CallKey Website, and the content thereof, are protected by applicable intellectual property and other laws. Any rights not expressly granted in these Terms & Conditions of Sale are reserved.

We grant you a personal, non-transferable and non-exclusive license to use the Software on a single computer workstation through the interface provided by CallKey for use in accessing the Products (the “CallKey License”), provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in or otherwise transfer any right in the Software. Such CallKey License shall terminate on the earlier to occur of (a) the termination of the relevant Products provided to you, or (b) the date we give you notice of termination. If we so direct, you agree to delete all copies of the Software in your possession or under your control on or before the date of termination of such CallKey License.

You agree not to modify the Software in any manner or form, or use modified versions of the Software, including, but not limited to, the purpose of obtaining unauthorized access to the relevant Products. You agree not to access the relevant Products by any means other than through the interface provided by CallKey for use in accessing such Products. You agree to use the Software at all times in accordance with these Terms & Conditions of Sale and only in conjunction with a valid Enrollment with CallKey.

Use of the CallKey Website and the Products is at your sole risk. The CallKey Website and the Products are provided by CallKey on an “as is” and “as available” basis. We expressly disclaim all warranties of any kind, whether express or implied, either in fact or by operation of law, statutory or otherwise, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Further, we hereby expressly disclaim any, and all, warranties of title and/or non-infringement with respect to the CallKey Website and the Products. We make no warranty that the CallKey Website or the Products will meet your requirements, or that the CallKey Website or the Products will be uninterrupted, timely, secure, virus-free or error-free, or that any errors in the Products’ Software will be addressed and remedied; nor do we make any warranty as to the results that may be obtained from the use of the CallKey Website or the Products. We shall not be liable to you or any third party should we exercise our right to modify or discontinue the CallKey Website or the Products. No advice or information, whether oral or written, obtained by you from CallKey or through the Products shall create any warranty not expressly stated in these Terms & Conditions of Sale.

In no event will CallKey, its affiliates, subsidiaries, Licensed Agents, strategic partners and their respective directors, officers, employees and agents and the successors and assigns of each of the foregoing (collectively, the “CallKey Parties”) be liable to you for (a) any damages of any nature whatsoever resulting from, or related to, the loss, delay or inability to use the CallKey Website or the Products, or the loss of any data stored at the CallKey Website, and/or (b) any indirect, consequential, special, incidental or punitive damages whatsoever including, without limitation, damages for loss of profits arising out of or in any way connected with these Terms & Conditions of Sale, the use or performance of the CallKey Website or the Products, in each of (a) and (b) above, whether based in contract, tort, negligence, strict liability or otherwise and even if CallKey and the other CallKey Parties have been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of the CallKey Website or the Products, or with any of these Terms & Conditions of Sale, your sole, and exclusive, remedy is to discontinue using the CallKey Website and the Products. The provisions of this Section XIV and the Section XIII. above represent a reasonable allocation of the risks under these Terms & Conditions of Sale. Our willingness to allow you both to access, and to use, the CallKey Website and the Products reflects this allocation of risk and the limitations of liability specified herein.

You shall indemnify and hold harmless CallKey and each other CallKey Party from and against any and all claims, demands, actions, suits, liabilities, damages, settlements, losses, costs and expenses, including, but not limited to, attorneys’ fees and expenses and other costs of litigation, incurred by or asserted against any of the CallKey Parties arising out of or in any way relating to (i) your breach of any provision of these Terms & Conditions of Sale; (ii) your use of, or form of connection to the CallKey Website or the relevant Products; or (iii) your violation of any right of any third party.

We may give you notice of either any action, or event, described in these Terms & Conditions of Sale, including, but not limited to, any change either to these Terms & Conditions of Sale or to our Privacy Statement, by any means including, but not limited to, a posting of the notice on the CallKey Website, or by mailing or e-mailing the notice to you (in each case to your most recent address on record with us).

Conversely, you may give us notice only in writing to the address set forth at the end of these Terms & Conditions of Sale.

Pursuant to “The Copyright, Designs and Patents Act 1998 (as amended by the Copyright, etc. and Trade Marks (Offences and Enforcement) Act 2002”, CallKey designates Kurt Roosen as its agent designated to receive notification of claimed copyright infringement (“Designated Agent”). The address of the Designated Agent is Unit 3b Isle of Man Freeport, Ballasalla, Isle of Man, IM9 2AP British Isles. The telephone number of the Designated Agent is: +44 1624 822500. The facsimile number of the Designated Agent is: +44 1624 827600. The electronic mail address of the Designated Agent is: kurt.roosen@callkey.com.

To be effective, such notification must include the following: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, (b) identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online CallKey Website are covered by a single notification, a representative list of such works at that CallKey Website, (c) identification of the material that is claimed either to be infringing, or to be the subject of infringing activity, and that is either to be removed, or access to which is to be disabled, and information reasonably sufficient to permit the relevant Products provider to locate the material, (d) information reasonably sufficient to permit the Products provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address, at which the complaining party may be contacted, (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

CallKey shall not be liable for any failure to provide the CallKey Website or the Products for any reason, including due to any action or event beyond it’s reasonable control, such as lightning, flood, severe weather, fire or explosion, civil disorder, war, military operations, act of terrorism, national or local emergency, anything done by government or other competent authority or industrial disputes of any kind (including those involving our employees) or power outages (each a “Force Majeure Event”). If a Force Majeure Event occurs and makes the Products unavailable for a period of at least 30 days, CallKey will refund to you a portion of the monthly subscription fee at a rate to be calculated by CallKey from time to time.

These Terms & Conditions of Sale shall be governed by the laws of the Isle of Man, without reference to such jurisdiction’s choice or conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods expressly does not apply to these Terms & Conditions of Sale. If any provision of these Terms & Conditions of Sale is found by a court of competent jurisdiction to be invalid, we and you nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the relevant provision, to the fullest extent permitted by applicable law, and the other provisions of these Terms & Conditions of Sale shall remain in full force and effect.

Any legal action, or proceedings, with respect to these Terms & Conditions of Sale or any document or Products related hereto shall be brought in the courts of the Isle of Man and, by execution and delivery of these Terms & Conditions of Sale, each party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. You and we irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which any of you or we may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. You and we each irrevocably consents to the products of process of any of such courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to each other party at its last known address, such products to become effective 30 days after such mailing. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, or related to, the relevant Products or these Terms & Conditions of Sale must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Our failure to exercise or enforce any right or provision of these Terms & Conditions of Sale shall not constitute a waiver of such right or provision, unless acknowledged and agreed to by us in writing.

The Section titles in these Terms & Conditions of Sale are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may not be assigned, transferred, pledged or hypothecated by you without our prior express written consent.

This Agreement comprises the entire agreement between you and CallKey regarding the subject matter contained herein and supersedes any and all prior agreements between the parties regarding the subject matter contained herein. You also may be subject to additional terms and conditions that may apply when you use affiliated products.

All provisions of these Terms & Conditions of Sale are binding upon, inure to the benefit of and are enforceable by or against you, or CallKey and their respective heirs, executors, administrators or other legal representatives and permitted successors and assigns.

You represent and warrant that you are at least eighteen (18) years of age and possess the legal right and ability to agree to these Terms & Conditions of Sale.

CallKey~Connect - The central CallKey network, wired into data and wholesale long distance backbone and with least cost routing, accounting and billing built into a full “back office” function. Customers connect into the CallKey Network and then to any number of destinations (including other products). Requests for Products, such as a standard call - or conference call, can be initiated via SMS, e-mail, instant messaging, Interactive Web interface or Web-products layers

CallKey~Me – A facility to initiate a toll-free phone call by clicking on a button, which is embedded in a email, or a Webpage

Dial-by-Name – A new way to connect to a person or business, simply by entering the name of the desired party being called using a Webpage, or using text messaging (SMS) on a mobile phone

CallKey~Shack – A product designed for a phone business, where the operator uses CallKey’s proprietary software to initiate phone calls for on-CallKey Website customers. All calls are handled by CallKey, thus they will usually enjoy lower rates as compared to local and international providers

CallKey~Schedule - A feature of the Connect Products allows pre-scheduled requests for Products (such as a conference call), as well as a host of other, more standard, schedule management Products but with the option of voice carried alerts

CallKey~Directory - A feature of the Connect Products to allow for the creation and management of contacts lists, groupings, aliases and centralised storage and synchronisation

CallKey~SMSCard – Stand-alone Products designed to make use of CallKey’s SMS gateway and billing capability to promote Web based SMS communication

LinkCall - The use of preconfigured initiation parameters bundled into an electronic message that can be sent to a user which allows them to simply reply to initiate a ‘toll-free’ call to the source. The message carrier can be SMS, instant messaging, links within an e-mail or the CallKey Website

Record – Recording capability for voice conversations that allows packaging within a WAV file that is either sent directly or via link to specified profile destinations