PAGOO™ SERVICE AGREEMENT

1. ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF SERVICE
The Pagoo™ Service ("Service") is owned and operated by Pagoo.com, Inc. ("Pagoo"). Pagoo is provided to you ("Member") under the terms and conditions of this Pagoo Terms of Service (PTS) and any operating rules or policies that may be published by Pagoo. The PTS comprises the entire agreement between Member and Pagoo and supersedes all prior agreements between the parties regarding the subject matter contained herein. Pagoo may change the terms and conditions of the PTS from time to time by posting a notice of such changes on the Pagoo Web Site, and you agree that you will be bound by such changes unless you notify Pagoo that you will not accept such change within ten (10) business days after the date on which the change was first posted on the Pagoo Web Site. In the event that you so notify Pagoo, Pagoo may either continue your PTS without such change, or it may elect to terminate the PTS and refund to you a prorata portion of your subscription fee for the remaining term of the PTS. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I ACCEPT" BUTTON, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE PTS.

2. DESCRIPTION OF SERVICES

Internet Call Wating

Pagoo is providing Member with the capability to receive, retrieve and forward voice and text messages from the [World Wide Web] [Internet] and/or the Pagoo Player ™ and to record Pagoo voice greetings over the phone. In future releases of the Pagoo Player Software, Pagoo may be able to display the call name and telephone number of the party calling you if the caller does not have Caller ID blocking turned on. Pagoo will not charge Member for this Service when the Member signs up for the free trial period. If Member elects to purchase the Service following the free trial period, Pagoo will charge Member a subscription fee. Member acknowledges and agrees that it has had the opportunity to evaluate the Service during the free trial period and that any subscription fee paid by Member shall therefore be non-refundable. In addition, in order to subscribe to the Service, Member must: (1) provide all equipment necessary to establish a connection to the Internet and record the voicemail greeting; and (2) provide for access to the Internet and pay any telephone service fees associated with such access. In consideration for the Pagoo Service, Member agrees to: (1) provide certain current, complete, and accurate information about Member as prompted to do so by the Service and (2) maintain and update this information as required to keep it current, complete and accurate. The use of the Registration Data is subject to Pagoo's privacy policy, as set forth below. Member acknowledges and agrees that Pagoo is a passive conduit for the online distribution of Member communications and neither endorses the contents of any Member communications nor assumes responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising therefrom, or any crime facilitated thereby. Member acknowledges and agrees that certain technical processing of voicemail messages and their content may be required to (1) send and receive messages; (2) conform to connecting networks' technical requirements; (3) conform to the limitations of the Service; or (4) conform to other similar requirements.

Pagoo Prepaid Calling Cards

*Rates effective 6/1/2001 and are subject to change without notice. International rates vary by country. Call time is deducted in 60 second increments. Costs for calls made from international locations are different than calls made from the USA. Pursuant to FCC regulations, calls completed from payphones are subject to a surcharge in addition to the actual call time. Connection fee may apply.

Cards may not be used to place 500, 900 or 976 number calls, or to place certain operator-assisted, third party billed, or collect calls. Each call will incur a $.25 connection fee. Directory assistance available at an additional charge of $1.00. Card expires 90 days from the date of activation.

International rates vary. Rates in U.S. Dollars. Costs for calls made from international locations are higher than calls made from the USA.

An additional $0.50 will be deducted for every call completed from a payphone. Federal, state and local taxes may apply and regulators may assess usage for Universal Service Funding (USF) contributions. A surcharge of up to 15% may be added to recover the cost of collecting and remitting such amounts. Application of surcharges and fees has the effect of reducing the total minutes available on the card. Calls terminating to non-equal access areas of Mexico are charged at higher rates than other Mexican destinations. Higher rates may be imposed for calls completed to international wireless receivers.

All calls are billed in one (1) minute increments. Pagoo® is not responsible for lost or stolen cards. Cards are not refundable or exchangeable, and have no surrender value. Pagoo® does not make any warranty, express or implied, regarding the condition(s) or fitness of the services offered for any particular use or purpose. The liability of Pagoo® shall be limited to an amount equal to the charge for such service(s). IN NO EVENT WILL Pagoo®, ITS EMPLOYEES OR AGENTS, BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. YOU ACCEPT THESE TERMS AND CONDITIONS BY USING THIS CARD. If Pagoo® reasonably suspects fraudulent use of this card, it may be suspended or terminated without further notice.

3. PRIVACY POLICY
Pagoo's current privacy policies, available here, are incorporated herein by reference.

4. MEMBER ACCOUNT, PASSWORD, AND SECURITY
Member shall receive a PagooID and a password. Member is entirely responsible if Member does not maintain the confidentiality of the PagooID and password. Furthermore, Member is entirely responsible for any and all activities which occur under Member's Pagoo account. Member may close Member's Pagoo account at any time by following instructions inside the Pagoo Web Site. Member may also set up a new account at Member's convenience. Member agrees to immediately notify Pagoo of any unauthorized use of Member's account or any other breach of security known to Member.

5. DISCLAIMER OF WARRANTIES
MEMBER EXPRESSLY AGREES THAT USE OF THE SERVICE AND OF ANY SOFTWARE PROVIDED BY PAGOO IN CONNECTION WITH MEMBER'S USE OF THE SERVICE (THE "PAGOO SOFTWARE") IS AT MEMBER'S SOLE RISK. THE SERVICE AND ANY PAGOO SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PAGOO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PAGOO MAKES NO WARRANTY THAT THE SERVICE WILL MEET MEMBER'S REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES PAGOO MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE PAGOO SOFTWARE WILL BE CORRECTED. MEMBER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT MEMBER'S OWN DISCRETION AND RISK AND THAT MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. PAGOO HAS SET NO FIXED UPPER LIMIT ON THE NUMBER OF MESSAGES A MEMBER MAY SEND OR RECEIVE AFTER PURCHASING THE SERVICE; HOWEVER, PAGOO ASSUMES NO RESPONSIBILITY FOR THE DELETION OR FAILURE TO STORE VOICEMAIL MESSAGES NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM PAGOO OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION

6. LIMITATION OF LIABILITY
PAGOO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE, FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF MEMBER'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF PAGOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

7. MEMBER CONDUCT
Member's right to use the Service is personal to Member. Member represents that it is an individual over the age of 18 and that Member is not a corporation or other business entity. Member agrees not to resell or make any commercial use of the Service, without the express consent of Pagoo. Member agrees: (1) to comply with US law (including export law) regarding the transmission of technical data exported from the United States through the Service; (2) not to violate any local, state, national or international laws or regulations, including but not limited to consumer protection, unfair competition, anti-discrimination, copyright, trade secret, or false advertising or to use the Service for illegal purposes; (3) not to interfere or disrupt networks connected to the Service, including but not limited to, not to introduce any viruses, Trojan horses, worms, time bombs, cancelbots or other programming routines intended to damage, interfere with interception or expropriate any system, data or personal information; (4) not to transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material (including but not limited to child pornography or any other material harmful to minors) of any kind or nature; (5) not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law or regulation, (6) not to attempt to gain unauthorized access to other computer systems; (7) not to interfere with another member's use and enjoyment of the Service or another entity's use and enjoyment of similar services; and (8) to comply with all regulations, policies and procedures of networks connected to the Service. Although Pagoo has set no fixed upper limit on the number of messages a member may send or receive after purchasing the Service, Member agrees that the Service is designed for Member's personal use, and that Pagoo retains the right to terminate the Service for cause if Pagoo determines, in its sole discretion, that Member's excessive usage patterns suggest that Member is using the Service for commercial purposes and/or violates the spirit of the PTS. The Service makes use of the Internet to send and receive certain messages; therefore, Member's conduct is subject to Internet regulations, policies and procedures. Member will not use the Service for chain letters, junk mail, spamming or any use of distribution lists to any person who has not given specific permission to be included in such a process. Pagoo may, at its sole discretion, take any action as Pagoo in its sole discretion deems necessary if Pagoo believes it may create liability for Pagoo or cause Pagoo to lose (in whole or in part) the services of its other suppliers, including but not limited to immediate termination of the Service, should Member's conduct fail to conform with the terms and conditions of this Section.

8. INDEMNIFICATION
Member agrees to indemnify and hold Pagoo, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Member's use of the Service, the violation of the PTS by Member, or the infringement by Member, or other user of the Service using Member's computer, of any intellectual property or other right of any person or entity.

9. TERMINATION
Either Member or Pagoo may terminate the Service with or without cause at any time and effective immediately. Termination shall be accompanied by a written notice to the other party. Pagoo shall not be liable to Member or any third party for termination of Service, except that if Pagoo terminates the Service without cause, Pagoo shall refund a prorata portion of the subscription fee for the remaining term of the PTS. Upon termination of the Service, Member's right to use the Service and Software immediately ceases. Member shall have no right, and Pagoo will have no obligation, to forward any unread or unsent messages to Member or any third party.

10. NOTICE
All notices to a party shall be in writing and shall be made either via email or U.S. mail. Notice shall be deemed given 24 hours after an email is sent, unless the sending party is notified that the email address is invalid, or three (3) days after deposit in the U.S. mail. Any notice sent to Pagoo shall be sent to Pagoo, 1 Lagoon Drive, Suite 350, Redwood City, CA 94065, Attn. General Counsel, or to the following email address: support@pagoo.com.

11. PARTICIPATION IN PROMOTIONS OF ADVERTISERS Member may enter into correspondence with or participate in promotions of the advertisers showing their products on the Service. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between the Member and the advertiser. Pagoo assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.

12. PROPRIETARY RIGHTS TO CONTENT
Member acknowledges that content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained in either sponsor advertisements or voicemail-distributed, commercially produced information presented to Member by the Service ("Content") by Pagoo or Pagoo's advertisers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws; therefore, Member is only permitted to use this Content as expressly authorized by the Service or the advertiser. Member may not copy, reproduce, distribute, or create derivative works from this Content without expressly being authorized to do so by the Service or the advertiser.

13. ARBITRATION
Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted by a single arbitrator selected in accordance with the rules of the AAA in San Jose, California, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party has the right to seek any interim or preliminary relief from a court of competent jurisdiction in California, necessary to protect the rights or property of such party pending the completion of any arbitration hereunder, and both parties agree to submit to the exclusive jurisdiction of the courts of the state of California.

14. GENERAL
Pagoo reserves the right to assign its rights under this Agreement to a successor entity in the event of a merger or other reorganization in which it is not the surviving entity or to a third party which purchases all or substantially all of its assets. The PTS shall be governed by and construed in accordance with the laws of the state of California as it is applied to contracts entered into by residents of the state of California. If any provision(s) of the PTS is found to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Pagoo's failure to exercise or enforce any right or provision of the PTS shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Pagoo in writing. Member and Pagoo agree that any cause of action arising out of or related to this PTS or the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The section titles in the PTS are solely used for the convenience of the parties and have no legal or contractual significance.