Wafflebox Terms and Conditions of Service

Date of revision: 01/11/07 V1.1

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

This Agreement is between Jumpwire Limited ("Jumpwire") (company number 6330559) and you ("you" or "Customer"), as a user of Jumpwire's Wafflebox service (the "Service"), and governs the terms and conditions of your use of the Service. This Agreement, together with any operating rules, policies, call costs, including the Terms and Conditions of Use for the Jumpwire Website, or other supplemental documents expressly incorporated herein by reference and published from time to time by Jumpwire (collectively, the "Agreement"), constitutes the entire agreement between Jumpwire and you regarding the Service, and supersedes all prior agreements between the parties regarding the subject matter of this Agreement. By using the Service and by ticking the “I have read and agree to the Terms of Use and Privacy Policy” as required on the signup pages of the Wafflebox website, you confirm your acceptance of, and agree to be bound by, this Agreement.

1. Wafflebox

Jumpwire offers the Wafflebox service at its website www.wafflebox.co.uk (together with other services owned and operated by Jumpwire, the "Wafflebox" or the "Site"). Wafflebox enables users to leave audio messages for other users, and to create accounts for themselves in order to receive audio messages from other users and/or the general public. These audio messages are advertised using a “Wafflebox”, and are open to public access for entertainment purposes only. Use of the Service is governed by this agreement, the Jumpwire Privacy Policy and in accordance with the United Kingdom Communications Act 2003, The Telecommunications Act 1984, and the Telecommunications (Fraud) Act 1997.

2. Customer Responsibilities.

A. You are fully responsible for the contents of your transmissions through the Service. Jumpwire merely acts as a passive conduit for you to use the Service and conduct or participate in audio messaging with other users. Your use of the Service is subject to all applicable local, state, national and international laws and regulations. Jumpwire reserves the right to take any action necessary or appropriate in its sole discretion if it believes your use of the Service may create liability for Jumpwire, compromise or disrupt the Service, or jeopardize Jumpwire's relationships with third party providers or suppliers. You agree: (i) to comply with all applicable local and foreign laws relating to the Service; (ii) not to use the Service for illegal purposes; (iii) not to interfere or disrupt networks connected to the Service; (iv) to comply with all regulations, policies and procedures of networks connected to the Service; (v) not to use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (vi) not to use the Service to transmit any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature; (vii) not to transmit any material that encourages conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Further, you shall not interfere with another Customer's use and enjoyment of the Service or another entity's use and enjoyment of a similar service.

B. You must (i) obtain and pay for all equipment and third-party services (e.g. telephone connection, internet access) required for you to access and use the Service; and (ii) maintain the security of all confidential information relating to your account with Jumpwire.

C. You shall be responsible for all charges resulting from your use of the Service. In the event of any unauthorised use of your account or unauthorised charges, you must notify Jumpwire and you will be responsible for such unauthorised use or charges until you notify Jumpwire. You must also adopt any steps necessary to prevent its further unauthorised use of your account or unauthorised charges.

PLEASED BE ADVISED: (i) You expressly agree that all telephone charges for the Service or any other Jumpwire service are final and non-refundable. You are responsible for all charges resulting from your use of the Service or any other Jumpwire service. (ii) If you believe that you have been improperly charged for the Service (or any Jumpwire service), you must notify your telecommunications service provider within 30 days of any telephone statement, and provide them with any information necessary to review the claim.

3. Termination.

Either you or Jumpwire may terminate your account or use of the Service at any time, with or without cause, upon notice. In the event that you choose to terminate your account, you shall remain responsible for charges or fees incurred by use of the Service prior to such termination, and you shall not have a right to a refund of any telephone calls or other charges. Jumpwire reserves the right to terminate or suspend your account without prior notice, provided that Jumpwire will attempt to confirm such termination or suspension by subsequent notice.

4. Customer Representations.

The Service is intended solely for users who are thirteen (13) years of age or older, and users of the Site under 18 who are currently in high school or college. Any registration by, use of or access to the Site by anyone under 13, or by anyone who is under 18 and not in high school or college, is unauthorised, unlicensed and in violation of these terms and conditions. By using the Service or the Site, you represent and warrant that you are 13 or older and in high school or college, or else that you are 18 or older, and that you agree to and to abide by all of the terms and conditions of this Agreement.

5. Modifications to Customer Agreement.

Jumpwire may automatically amend this Agreement (including the Privacy Policy) at any time by (a) posting a revised Agreement on the Site, and/or (b) sending information regarding the amendment to the email address you provide to Jumpwire. You are responsible for regularly reviewing the Site to obtain notice of any amendments, and you shall be deemed to have accepted such amendments by continuing to use the Service after such amendments have been posted or information regarding such amendments has been sent to you.

6. Modifications to Services.

Jumpwire reserves the right to modify or discontinue any of the Service with or without notice to you. Jumpwire shall not be liable to you or any third party should Jumpwire exercise its right to modify or discontinue the Service.

7. Disclaimer of Warranties and Limitation of Liability.

JUMPWIRE AND ALL SOFTWARE PROVIDED BY JUMPWIRE IN CONNECTION WITH THE SERVICE AND ANY OTHER JUMPWIRE SERVICES ("Jumpwire") ARE PROVIDED "AS IS," AND NEITHER JUMPWIRE NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO YOU REGARDING THE USABILITY, CONDITION OR OPERATION THEREOF. JUMPWIRE DOES NOT WARRANT THAT ACCESS TO OR USE OF THE JUMPWIRE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT JUMPWIRE OR ITS SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. JUMPWIRE AND EACH OF ITS LICENSORS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY.

YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF AUDIO FILES OR OTHER MATERIAL (INCLUDING ANY WAFFLEBOX PROGRAMS) OBTAINED EITHER DIRECTLY OR INDIRECTLY FROM JUMPWIRE. YOU AGREE THAT NEITHER JUMPWIRE NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS WILL BE LIABLE FOR DAMAGES (INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF YOUR USE OF OR INABILITY TO USE JUMPWIRE OR ANY JUMPWIRE SOFTWARE OR SERVICES, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF JUMPWIRE OR ANY SUCH LICENSOR OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE ENTIRE LIABILITY OF JUMPWIRE AND ITS LICENSORS AND SERVICE PROVIDERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE SERVICE AND SOFTWARE OR ANY BREACH OF THIS AGREEMENT ARE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS TO AND USE OF THE SERVICE IN THE AVERAGE ONE MONTH PERIOD. YOU HEREBY RELEASE JUMPWIRE AND EACH OF ITS LICENSORS AND SERVICE PROVIDERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.

NEITHER JUMPWIRE NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS SHALL BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY TELECOMMUNICATIONS DIFFICULTIES OUTSIDE OF JUMPWIRE’S OR ANY SUCH LICENSOR'S OR SERVICE PROVIDER'S CONTROL WHICH COULD LEAD TO THE INTERRUPTION OF DATA DELIVERY TO THE CUSTOMER OR TO CUSTOMER'S EMAIL ADDRESS, PAGER, TELEPHONE OR ANY OTHER RECEIVING DEVICES OR THIRD-PARTY DATA STORAGE AND/OR DELIVERY SERVICES.

YOU WILL NOT RELY ON ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, MADE BY ANY PERSON OTHER THAN AN AUTHORISED OFFICER OF JUMPWIRE, IN EVALUATING THE JUMPWIRE SERVICES(WAFFLEBOX) AND/OR PRODUCTS OF JUMPWIRE.

THE WAFFLEBOX SERVICE AND TERMS OF USE MAY BE CHANGED AT ANY TIME AND WITHOUT PRIOR NOTICE.

8. Ownership; No Resale

All programs, services, designs, software, technologies, trademarks, trade names, inventions and materials comprising the Service are owned by Jumpwire and/or its licensors and service providers except where expressly stated otherwise. Your right to use the Service is personal to you, and you are prohibited from reselling the use of the Service.

9. Indemnification.

You agree to indemnify Jumpwire and each of its licensors and service providers from and against any and all liabilities, expenses (including legal fees) and damages arising out of claims based upon your use of the Service, including any violation of this Agreement by you or any other person using your account, any claim of libel, defamation, violation of rights of privacy or publicity, any loss of service by other customers, any infringement of intellectual property or other rights of any third parties.

10. Governing Law; Arbitration.

The laws of the United Kingdom shall govern all matters relating to this Agreement and use of the Site, the Service (and the other Jumpwire services). The United Nations Convention on contracts for the international sale of goods is expressly disclaimed. Any controversy or dispute arising out of this Agreement, the interpretation of any provision hereof, or the action or inaction of any party hereto shall be submitted to arbitration in the United Kingdom, in accordance with the International Arbitration Rules then in effect, conducted by one arbitrator either mutually agreed upon by the parties to this Agreement or chosen in accordance with the International Rules. Each party shall have no longer than three (3) days to present its position. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is resolved. Either party also may, without waiving any remedy under this Agreement, seek any interim or provisional relief that is necessary to protect the rights or property of that party pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the controversy) and for the purposes of seeking such interim relief Customer shall consent to the exclusive jurisdiction of the courts of the United Kingdom. The successful party to the arbitration or any litigation relating to this Agreement or the Service shall be entitled to an award for reasonable costs and legal fees, as determined by the arbitrators. Any award or decision obtained from any such arbitration proceeding shall be final and binding on the parties, and judgment upon any award thus obtained may be entered in any court having jurisdiction thereof. The parties agree that the arbitrator shall have the power to award damages and injunctive relief.

11. Miscellaneous.

If any provision of this Agreement is invalid or unenforceable under applicable law, such provision will be deemed modified to the extent necessary to render such provision valid and enforceable and the other provisions of this Agreement will remain in full force and effect. The failure of Jumpwire to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement may not be amended except as provided in Section 5. You may not assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary is void.

12. Trademarks

Jumpwire, Wafflebox, and other Jumpwire graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Jumpwire in the U.K. and/or other countries. Jumpwire's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Jumpwire.

13. References/Third Party Products and Wafflebox Integration

Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, and supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Jumpwire.