ONECAST USAGE AGREEMENT

1. AGREEMENT.

   This Usage Agreement (this "Agreement") is entered into by and between you ("You") and e.magination network llc ("EMAG", "we," or "us") regarding your use of EMAG's OneCast Voice Broadcasting services and Software (as defined below). This Agreement sets forth the terms and conditions under which EMAG makes its OneCast Voice Broadcasting services and Software available to You. By clicking to select the checkbox next to the statement that reads "By checking this box I agree to abide by the OneCast usage agreement. " on the account request form, You are entering into this Agreement with us, and indicating that You agree to be bound by these terms and conditions. You may not register for the Service if You are younger than 18 years old. By registering for the Service You represent to EMAG that You are 18 years of age or older. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT PROCEED WITH THE SIGNUP PROCESS.

2. SERVICE.
   1. Description of Service . This Agreement covers EMAG's OneCast Voice Broadcasting services provided to  end users as described at http://www.onecastnow.com (individually, the "Service" and collectively, the "Services").
   2. Equipment and Access. You are responsible for providing all equipment and services necessary for using the World Wide Web, such as a computer, telecommunications equipment and access to the Internet.
   3. Provision of Service. Upon acceptance of this Agreement and completion of the registration process (including selection of a username and password for the Service), You will have opened an account ("Account") with OneCast and have authorized EMAG to contact you regarding activating your account and about establishing a business relationship between your organization and EMAG for voice broadcasting services.
   4. General Practices. You acknowledge that EMAG may establish general practices and limits concerning use of the Services, including without limitation the maximum size of any content that may be sent from or received by Your Account.

3. USE OF SERVICE.
   1. Passwords and Security. EMAG is entitled to act on instructions received under your username and password. You are responsible for maintaining the confidentiality of your username and password. You may authorize other individuals to use them, but You assume all risks associated with doing so and remain solely responsible for all activity on your Account.
   2. Availability of Service. Although EMAG will use commercially reasonable efforts to make the Service available without temporary interruption (except for scheduled maintenance downtime), EMAG ASSUMES NO RESPONSIBILITY FOR LOSS OR DAMAGE RESULTING FROM ANY INTERRUPTION OR SUSPENSION OF THE SERVICE FOR ANY REASON.
   3. Data Storage and Content. Although EMAG will use commercially reasonable efforts to store the data that You provide under this Agreement, EMAG ASSUMES NO RESPONSIBILITY FOR LOSS OR DAMAGE TO THAT DATA. You are solely responsible for the data and settings in Your Account and for the data that You store, retrieve, transmit within or to Your Account or other websites, services or devices or with respect to which you attempt to do so. You are solely responsible for maintaining back-ups of all data stored on your devices. Without limiting the forgoing, EMAG shall have no obligation to store data in excess of 1GB or such lesser amount of data storage leased under this Agreement. You acknowledge that password-protected security systems are subject to unauthorized access so that it is possible for an unauthorized third party to access, view, copy, modify and distribute any data in Your Account. You are solely responsible for obtaining rights, as applicable, to the data and files in Your Account and for ensuring that such content is not and Your use of the Service is not illegal or for an illegal purpose, misleading or fraudulent, libelous, violative of the intellectual property of others, does not include any viruses, worms or similar contaminating or destructive aspects, is not for spamming or other use that may disrupt the Service or networks through which the Service is accessed. You also agree not to access or attempt to access any Service account for which You have no access authorization or gain unauthorized access to any of the servers or systems controlled by EMAG.
   4. Export Control. The Software uses cryptography to protect the personal information You transmit using the Service. Software incorporating cryptography technology is regulated by the applicable U.S. and foreign law. The software uses cryptography to protect the personal information You synchronize using the Service. By accepting the terms of this Agreement, You acknowledge that software incorporating cryptography is controlled under the Export Administration Regulations and understand that You cannot export or reexport the software to any other user without receiving a license or other authorization. You also acknowledge that the Software is not intended for use by a government end-user, as defined under the regulations, or any entity prohibited under U.S. law. Prohibited entities include any end-user in a restricted country (Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, Yugoslavia (Serbia), and Taliban-controlled regions of Afghanistan), and restricted end-users on the Denied Persons List or List of Specially Designated Nationals.

4. SERVICE FEE.
   1. Service Fee . You agree to pay to EMAG the service fees for the Service that You use.
   2. Payment; Credit Card Authorization. You authorize EMAG to charge your registered credit card on a recurring basis the Service Fees in accordance with the Fee Schedule. If any taxes, customs duties or other similar charges are imposed on any of the fees payable hereunder, You shall be responsible for the payment of such taxes and You authorize EMAG to charge your credit card for such amounts in addition to the Service Fees. Payments shall be made in U.S. dollars.
   3. Credit Card Generally. As a condition to your right to use the Service, You must provide us with a valid credit card number belonging to you with available credit sufficient to pay the applicable Service Fees. In the event that you cancel this credit card or it is otherwise terminated, you must immediately provide us with a new valid credit card number. You authorize EMAG, from time to time, to undertake steps to determine whether the credit card number you have provided to us is a valid credit card number. These steps may include checking with third parties, such as a credit bureau or a credit card issuer. In the event that you do not provide us with a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, you will be in violation of this Agreement, and we may terminate this Agreement with You. EMAG does not accept debit cards for payment of Service Fees. In the event that You provide us with a debit card number instead of a credit card number, you authorize us to make all charges described in this Agreement to your debit card account.
   4. Interest. If EMAG cannot charge your credit card for any of the fees set forth in this Agreement due to an insufficient balance on your credit card or for any other reasons attributable to You, the unpaid balance of such fees shall be subject to a late-payment penalty charge of one and one-half percent (1.5%) per month (or, if less, the maximum allowable by applicable law) for the remaining balance. You shall pay all of EMAG's cost and expenses (including reasonable attorney's fees) to enforce and preserve EMAG's rights under this subsection (d).
   5. No Offset Service Fees due under this Agreement may not be withheld or offset by You for any reason.

5. SOFTWARE AND SERVICE LICENSE.
   1. Right to Use. Subject to the terms and conditions of this Agreement, EMAG grants You a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable license to use the Software to access and use the Service for use on your computing and communications devices only for maintaining and transmitting of your personal digital content. You agree that You will not reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the Software. You further agree as a condition of this license to comply with our rules and policies on the use of the Service which we may (i) link to the Software; (ii) publish within the OneCast website, the first page of which is currently available at www.onecastnow.com ; or (iii) otherwise notify you of from time to time in any other manner.
   2. Ownership of Software and Services. EMAG shall retain sole and exclusive ownership of all right, title and interest in and to the Software and Services. All rights not expressly granted hereunder are reserved by EMAG. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, the Software or Services or any portion thereof, including without limitation any content other than your personal digital content displayed in connection with the Services.

6. END-USER INFORMATION.
   1. Use and Disclosure . EMAG understands that certain information it obtains from You as a result of providing the Service, both during registration ("Registration Information") and through your use of the Service ("Service Information") is your personal information. We will use the Registration Information and Service Information in accordance with our Privacy Policy as it may be modified from time to time. Notwithstanding anything to the contrary stated in this Agreement, the Privacy Policy, or elsewhere, EMAG has no responsibility of nondisclosure or confidentiality with respect to Registration Information or Service Information that is in or enters the public domain without breach of this Agreement, or that it receives from a third party without restrictions on disclosure, or that EMAG obtains independently.
   2. No Breach of Privacy. You acknowledge and agree that our collection and use of Registration Information and your Service Information, and our operation and provision of the Service and Software, as contemplated in this Agreement, in no way constitutes an actionable breach of any privacy or other right, whether in equity, law, contract or otherwise and You hereby waive any and all such claims or rights of action whether foreseen or unforeseen.

7. PROHIBITION ON UNSOLICITED PHONE CALLS
   YOU agree that you shall use the Service to deliver voice messages only to recipients who have affirmatively indicated a preference to receive such information. YOU warrant that you shall not use the Service to make unsolicited phone calls. You are permitted to use the Service to make phone calls to phone numbers acquired from a third party only if YOU validate that said phone numbers are "opt-in" and are able to provide proof of such validation to EMAG on demand.

8. INDEMNIFICATION
   YOU agree to indemnify, hold harmless, and defend EMAG, its affiliates, and its owners, officers, directors, employees, agents, vendors, customers, and service providers from and against any and all claims, liabilities, losses, damages, costs and expenses (including but not limited to, consequential damages, incidental damages, special damages, attorneys' fees and disbursements) arising from or relating to (i) the use of the Service in any manner which violates the terms of this Usage Agreement or otherwise violates any law, rule, or regulation and (ii) any claims made by third parties arising from your use of the Service, including without limiation any claims arising from or related to any failure, delay or interruption to the Service. You agree to cooperate fully as reasonably required in the defense of any claim. EMAG reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

9. TERMINATION OF SERVICE.

   EMAG may terminate this Agreement immediately, for any reason or no reason in its sole discretion without liability to You or any third party upon notice to You, which notice will be deemed to be delivered if sent to the e-mail address You provided to us during your registration, as updated by You in our records. You may close Your Account and end your use of the Service at any time, for any reason or no reason by giving notice at cancel@EMAG.com provided that you may not receive a refund for any fees which You may have paid in advance. Upon termination of your account, You shall remain liable for all fees incurred or accrued by You. Upon expiration or termination for any reason, You are no longer authorized to use the Service or Software. When this Agreement is terminated and/or Your Account is canceled, You will no longer have access to data, messages, files and other material You have stored on the Site and that material may be deleted by EMAG. The following sections of this Agreement shall survive expiration or termination of the Agreement: 6, 9, 10, 11, and 12.

10. MODIFICATION OF AGREEMENT.

    EMAG may modify this Agreement by, five (5) calendar days before the new terms and conditions are to become effective, posting the new terms and conditions in the same location as the previous terms and conditions were posted and informing You of the modification via a general notice which may be provided by any reasonable means, including without limitation by e-mail to the e-mail address provided by You in registering for the Service or by general posting on this page. Once You have signed up for the service, You may access this page at any time at http://www.onecastnow.com/terms.aspx. If You continue to use the Service, then You will be considered to have accepted the modifications. You agree to check this web site for notices, and that You will be considered to have received a notice when We have made it available to You by posting on the web site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, THEN YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AND CEASE USING THE SERVICE.

11. WARRANTY DISCLAIMER.
    1. You represent and warrant to EMAG that You shall comply with all applicable laws, statutes, and ordinances and regulations regarding Your use of our Services and Your access, transmittal, storage and use of data managed using the Services. You are responsible for compliance with applicable local laws, keeping in mind that use of the Service may not be legal by certain persons or in certain countries (see, for example, Section 3(d) Export Control).
    2. You acknowledge that availability of the Service is subject to many factors outside of EMAG's control, including the availability of connection services to and within the Internet and to other network functions within and around the Internet, and to equipment that, by its nature, is not fault-tolerant. As a result, EMAG cannot warrant that the Service will be secure or be continuously available. THE SERVICE AND THE SOFTWARE ARE PROVIDED AND LICENSED TO YOU "AS IS." YOU USE THE SERVICE ENTIRELY AT YOUR OWN RISK. WE HEREBY DISCLAIM ALL WARRANTIES OR CONDITIONS WITH RESPECT TO THE SERVICE AND SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY COMPANY, OR ITS EMPLOYEES OR REPRESENTATIVES WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. EMAG DOES NOT WARRANT THAT THE SERVICE OR ITS USE BY YOU WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, SECURE, VIRUS FREE, ERROR FREE OR AVAILABLE AT ANY TIME OR THAT DATA PROVIDED BY YOU TO EMAG WILL NOT BE LOST OR CORRUPTED.

12. LIMITATION OF LIABILITY AND INDEMNITIES.
    1. IN NO EVENT SHALL EMAG HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY AND WHETHER IN BASED CONTRACT, OR TORT (INCLUDING NEGLIGENCE). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF EMAG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental, consequential or certain other damages. Accordingly, some of the limitations of Sections 9 and 10 may not apply to You.
    3. You agree to defend, indemnify, and hold harmless EMAG, its officers, directors, employees and agents, from and against any and all claims, actions, demands, losses, liabilities, costs and expenses, including without limitation, reasonable legal and accounting fees arising out of or relating to any claims, actions or demands brought by third parties resulting in whole or in part from Your use of the Service, the data and content You store, retrieve, transmit or synchronize within or to Your Account, or Your violation of this Agreement.

13. INTELLECTUAL PROPERTY.
    1. When You upload any information, text, files, links, software, or other materials ("Content") to publicly-accessible areas of the Site, You represent and warrant to us that (i) You are the rightful owner of the Content You are uploading, (ii) You have obtained all rights necessary to upload the Content to EMAG's servers and grant the rights set forth below, (iii) neither the Content nor the use of such Content in the Service infringes or violates the rights of third parties or any applicable laws. You acknowledge and agree that EMAG will have no obligation to enforce, defend or otherwise protect Your rights in uploaded Content and You release EMAG and any of its affiliates (and our respective officers, directors, agents, subsidiaries and employees) from and against any and all claims, demands, losses, costs, expenses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to the Content or disputes with third parties regarding your rights in or to the Content. If You are a California resident, You waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You further acknowledge and agree that You may be held legally liable for the Content You post on the Site (e.g., if the material You upload infringes someone else's intellectual property rights or defames someone or violates their rights of privacy).
    2. It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act in an appropriate manner under such Act and other applicable intellectual property laws, including the removal or disabling of access to material claimed to be the subject of infringing activity. Pursuant to 17 United States Code 512(c)(2) (Digital Millennium Copyright Act of 1998), EMAG's designated agent for notice is: e.magination 1030 Hull Street, Baltimore, MD 21230; Attention: Legal Department.
    3. To file a notice of infringement with us, one needs to fulfill the requirements specified in Title II of the Digital Millennium Copyright Act of 1998. A summary of the text of this statute can be found at the U.S. Copyright Office Web Site, http://lcWeb.loc.gov/copyright.

14. MISCELLANEOUS.
    1. Any controversy or claim arising out of or relating to this Agreement, the Site or our Services shall be governed by the laws of the State of Maryland without reference to conflict of laws principles and without regard to the U.N. Convention on the International Sales of Goods. If You are a resident of the United States, the parties agree to submit to the jurisdiction of the courts of Howard County of the State of Maryland with respect to any dispute, claim or controversy arising out of or relating to the Agreement, whether based on contract, tort, or any other legal theory. If You are not a resident of the United States, any dispute, claim or controversy arising out of or related to this Agreement, whether based on contract, tort, or any other legal theory, shall be finally settled by binding arbitration under the then-current rules of the American Arbitration Association by a panel of arbitrators appointed in accordance with those rules. The arbitration shall be held in Howard County, MD, USA. The award by the arbitrators shall be deemed to be made in the State of Maryland, USA. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. If any provision of this Agreement is held by an arbitrator or arbitrators of competent jurisdiction 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.
    2. You may not assign this Agreement or any of your rights or obligations without the prior written consent of EMAG, and any such attempted assignment will be void. Subject to the above, this Agreement will be binding upon the parties' respective successors and permitted assigns. EMAG will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by Internet outages, earthquakes, communications outages, fire, flood, war, an act of God or the occurrence of any other any unforeseen contingency beyond the reasonable control of EMAG. EMAG's failure to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. No amendment or modification hereof will be valid or binding upon either party unless made in writing and signed by the authorized representatives of both parties. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND EMAG WITH RESPECT TO THE SERVICES AND SOFTWARE AND SUPERSEDES ALL PRIOR AGREEMENTS BETWEEN YOU AND EMAG.