NXi Communications

TERMS OF USE

Welcome to the NXi Communications, Inc. Web site (herein referred to as the "Site"). Please review the following terms/conditions of use of our Site. By using the Site, you agree to follow and be bound by these terms and conditions concerning your use of the Site. We may revise the Terms of Use and our Privacy Policy at any time without notice.

Use of Web Site Information

You may download, view, copy and print documents and graphics incorporated in these documents (the "Documents") from the Site subject to the following: (a) the Documents may be used solely for personal, informational, non-commercial purposes; and (b) the Documents may not be modified or altered in any way. Except where your use constitutes "fair use" under copyright law, you may not otherwise use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any information from this Web site in whole or in part without the express authorization of NXi Communications, Inc. ("NXi")

Use of Software

Any use of software and accompanying documentation you download from the Site is subject to the terms of a software license agreement between you and NXi. You must read the license agreement and indicate your agreement to its terms prior to installing or using our software. All rights, title and interest not expressly granted are reserved.

Use of Forums and Public Communication

"Forum" means a discussion group, chat area, bulletin board, news group, letter to NXi, its webmaster or employees, or e-mail function or form offered as part of the Site. You agree not to upload, email, post, publish or otherwise transmit through a Forum any content that: (a) is false or misleading; (b) is defamatory; (c) is harassing or invades another's privacy, or promotes bigotry, racism, hatred or harm against any group or individual; (d) is obscene; (e) infringes another's rights, including but not limited to intellectual property rights; (f) constitutes unsolicited bulk e-mail, "junk mail," "spam" or chain letters; or (g) violates any applicable laws or regulations.

Forums shall be used in a noncommercial manner only. You shall not distribute or otherwise publish any content containing a solicitation of funds, promotion, advertising, solicitation for goods or services, or other commercial matter. You agree not to solicit other users of the Site to use or join or become members of any commercial online or offline service or other organization. Except where expressly authorized by NXi, you agree not to collect or store personal data about other users

Passwords and Security

You are responsible for maintaining the confidentiality of any password(s) you are given to access the Site, and are fully responsible for all activities that occur under your password(s). You agree to notify NXi immediately of any unauthorized use of your password(s).

NXi is concerned about the security of personal information we have collected from you and has taken reasonable steps to prevent unauthorized access to that information. Unless specifically authorized by you, NXi will keep private your personal information and will use it only for internal purposes. We do not sell or otherwise distribute the personal information provided to us by our customers.

Termination of Use

You agree that NXi may, at its sole discretion, at any time terminate your access to the Site. Access to the Site may be monitored by NXi.

Third Party Web Sites, Content, Products and Services

This Site provides links to Web sites and access to content, products and services from third parties, including users, affiliates and sponsors of the Site. You agree that NXi is not responsible for the availability of, and content provided on, third party Web sites. You should refer to the policies posted by other Web sites regarding privacy and other topics before you use them. You agree that NXi is not responsible for third party content accessible through the Site, including opinions, advice, statements and advertisements, and understand that you bear all risks associated with the use of such content. If you choose to purchase any products or services from a third party, your relationship is directly with the third party. You agree that NXi is not responsible for: (a) the quality of third party products or services; and (b) fulfilling any of the terms of your agreement with the seller, including delivery of products or services and warranty obligations related to purchased products or services. You agree that NXi is not responsible for any loss or damage of any sort you may incur from dealing with any third party.

Disclaimer

EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE, AND ALL CONTENT, MATERIALS, INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED ON THE SITE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NXI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NXI MAKES NO WARRANTY THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY SERVICES OFFERED THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.

ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK. NXI SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE.

NXI RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SITE AT ANY TIME WITHOUT NOTICE.

Limitation of Liability

IN NO EVENT SHALL NXI BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnity

You agree to defend, indemnify and hold harmless NXi, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your access to or use of the Site.

Export Restrictions/Legal Compliance

You may not access, download, use or export the Site, or the content, software, products or services provided on the Site in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the services and products of NXi in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction. As applicable, you shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your own use of the services of NXi outside the U.S. Neither the services of NXi nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By agreeing to these Terms and Conditions of Use, you agree to the foregoing and represents and warrants that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Applicable Laws

This Site is controlled by NXi from its offices in Salt Lake City, Utah, United States of America. Except as otherwise restricted by law, your access to or use of this Site shall be governed by, and interpreted in accordance with, the laws of the State of Utah of the United States of America, without regard to laws of Utah governing conflict of laws. Furthermore, it is understood that this governance shall be treated as though it were executed in Salt Lake County of the State of Utah. The parties agree that any action relating to your access to, or use of, the Site shall be instituted and prosecuted in the courts of competent jurisdiction of the State of Utah.

Copyright/Trademark Information/Notices

NexTalk, NXi Text Services, NTS, NexTalk for Networks, NexTalk-VM, NexTalk.net, Stickit and NXi Telephony Services are registered trademarks, trademarks or service marks owned by NXi Communications, Inc. Other names appearing on the Site may be trademarks of their respective owners and are used herein for reference purposes only and remain the property of their respective owners.

Contact Information

If you have any questions regarding these Terms of Use, please contact NXi at nxi@nxicom.com.