UCELL CONFERENCE SERVICE SUBSCRIPTION AGREEMENT

A. Introduction
Thank you for choosing uCell Conference system! The following contract spells out what you can expect from us, and what we expect from you. By clicking the "Sign Up" button at the end of the "uCell Conference Service Sign Up Form", you agree to what you read below. We intend this to be the legal equivalent of your signature on a written contract, and equally binding. Only by clicking the "Sign Up" button will you be able to access and use the exciting uCell Conference service.

B. Access and Services
The number of the accounts depends on the package you select. You may change or discontinue your account at any time. We reserve the right to modify, suspend or terminate access to the service on our system at any time for any reason without notice or refund, including the right to require you to change your account name and password. We also reserve the right to delete all program and data files associated with your account and/or other information you have on our system.

C. Fees and Payment
We will charge you a standard monthly fee or special annual fee for using the uCell Conference services depending on the type of package and payment method you have selected. You should review the complete and current price list before signing up for any services. You will be given the opportunity to pay by credit card or through your PayPal account when you sign up. You can cancel your account at any time, but you will remain liable for all charges accrued up to that time, including full monthly charges for the month for which you discontinued service. We reserve the right to change our fees at any time for any reason, but, whenever possible, we will give you at least one month's advance notice of such change.

D. System Rules
You agree to be bound by certain rules which are important for the proper use of the uCell Conference services. Your failure to follow these rules, whether listed below in the contract or in bulletins posted at various points on the uCell Mall web site, may result in termination of your service. First, do not tell others your master account password or let your master account be used by anyone except yourself. Second, do not attempt to log in more than once at the same time on any given account without specific permission of an authorized uCell Conference Services representative. Third, while you should feel free to express yourself, you should respect other users and not do anything to attack or injure others. Fourth, do not use our service to commit a crime, or to plan, encourage or help others commit a crime, including crimes relating to computers.

E. Privacy Considerations
Your communications on the uCell Conference services are, in most cases, viewed only by you and anyone to whom you have conference with. However, as system operators, we may need to review or monitor your conference records and other communications from time to time. In addition, we reserve the right to copy and distribute to third parties any information associated with your activities with the service. Therefore, you should not expect to have a right to privacy in any of your communications.

F. Proprietary Rights
By speaking words, posting messages, uploading files, inputting data, or engaging in any form of communication with our services, you are hereby granting to the public an unrestricted license to use, copy, modify, adapt or document in any form any communications, information or any underlying work in which you may possess proprietary rights, including but not limited to copyright rights. All users of the services are therefore deemed to have disclaimed or waived all copyright ownership rights in their messages or files, even if they contain copyright notices. You shall have absolutely no recourse against us as the service provider for any alleged or actual infringement of any proprietary rights to which you may claim ownership.

Your use of our service affords you access to many of the features of our system, but some aspects of our system remain within our exclusive proprietary control. We or our suppliers own the intellectual property rights to any and all protectable components of our system, including but not limited to the VVLink software, the related documentation, the "look and feel," the end-user interfaces, the name of our service, many of the individual features, and the collective works consisting of sequences of all public messages on our service. You may not reproduce any sequence of information from our service, either electronically or in print, without our permission. In addition, you may not copy, modify, adapt, reproduce, translate, distribute, reverse engineer, decompile or dissemble any aspect of the service which we or our suppliers own.

G. Limitation of Liability
You must bear the risk of any liability relating to your use of our service. We would not be able to afford to operate this service if we were held accountable for every wrongful action by every Online subscriber. ACCORDINGLY, YOUR USE OF THE ONLINE SERVICE IS ENTIRELY AT YOUR SOLE RISK. WE WILL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES YOU MAY INCUR IN CONNECTION WITH OUR SERVICE, YOUR USE THEREOF OR ANY OF THE DATA OR OTHER MATERIALS TRANSMITTED THROUGH OR RESIDING WITH OUR SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF WE HAVE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

H. Indemnity
You shall defend and indemnify us and hold us harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys fees), relating to any acts by you or your fellow conferencees or materials or information transmitted by you in connection with our service, leading wholly or partially to claims against us or our service by other subscribers or third parties, regardless of the type of claim or the nature of the cause of action.

I. Disclaimers of Warranty
THE SERVICE AND THE VVLINK SOFTWARE IS PROVIDED "AS IS" AND WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE SERVICE.

J. Choice of Law
You agree that this Agreement shall for all purposes be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and that any action arising out of this Agreement shall be litigated and enforced under the laws of the Province of British Columbia, Canada. In addition, you agree to submit to the jurisdiction of the courts of the British Columbia, Canada, and that any legal action pursued by you shall be within the exclusive jurisdiction of the courts of the British Columbia, Canada.

K. Acknowledgment
This Agreement represents the entire understanding between you and us regarding your relationship to Online and supersedes any prior statements or representations. IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS ONLINE SUBSCRIBER AGREEMENT, please click the "Sign Up" button below. If you do not agree to the terms of the Subscriber Agreement, please do not click the "Sign Up" button.