1. DEFINITIONS "Agreement" means this Remote Application Access and Subscriber License Agreement; "Applications" means the toll free number management software (8MS) developed and owned by CSF; "CSF" means CSF Corporation; "Customer" means the person or entity accessing or using CSF Services and Applications via the Internet; "Service" or "Services" means the services provided by CSF to Customer, namely, providing Customer, via the Internet, access to and use of the Applications hosted on a CSF or CSF-authorized server for the purposes set forth in this Agreement in exchange for the payments to be made by Customer under this Agreement; or "the Tariff" shall mean the Federal Communications Commission (FCC) tariff entitled "800 Service Management System (SMS) Functions, Regulations, Rates and Charges Applying to the Provision of SMS Functions and Support Services" (Tariff FCC No. 1x) as it is in effect on the Effective Date of this Agreement or as it may be amended from time to time during the term of this Agreement, and also includes all other FCC tariffs, and procedures referenced therein.

2. LIMITED LICENSE

2.1 Subject to all of the terms and conditions of this Agreement, and subject to full and prompt payment of all fees due under this Agreement, CSF grants to Customer a nonexclusive license to use the Services for, on, or in connection with a single SMS/800 login or identification number, and in compliance with the Tariff. The number of users logged in at any time is not limited so long as all users are not excluded by the license grant and are limited to use of the Services for, on or in connection with a single SMS/800 login or identification number. The rights granted herein are restricted for use solely by Customer and are solely for Customer's internal operations. Customer may not authorize or allow the use or the remarketing of the Services by any person or entity who is not a party to this Agreement, and may not sublicense, assign or transfer this Agreement, or use the Services for commercial time-sharing, rental, service bureau, or other use.  Additionally, if the Customer does not license the full 8MS API no automation to access 8MS applications or functions are allowed.  This includes but is not limited to web automation tools, screen scraping, record and replay technology or other similar technology.

2.2 Pricing structure is based on the number of toll free numbers to be managed using the Service, or the number of transactions performed using the Service. Additional administrative services, including modification or additions to logins and Responsible Organizations are priced separately.

2.3 The Tariff provides for accessibility to SMS and for periods of service interruptions, "service affecting activities," downtime, and holidays. In addition to those provisions of the Tariff, Customer agrees that there shall be a weekly maintenance period during which access to 8MS will be unavailable, and there shall be no service available. The weekly Maintenance is currently a maximum of 4 hours per week. It is scheduled one week in advance. Emergency Maintenance can occur at any time.  In the event of any conflict between the Tariff and this Agreement, the provisions of this Agreement shall control to the extent possible or permissible under the statutes and rules governing FCC matters. Customer warrants and represents to CSF as follows: Customer: is a Responsible Organization ("RespOrg") under the Tariff, and requires access to 8MS; has received, has read, and understands the Tariff; will notify Telcordia and Southwestern Bell, or any successor thereto, promptly upon execution of this Agreement, that CSF shall be permitted access to, and shall be permitted to use and manipulate data relating to the Customer's business and subscribers, and shall not rescind or alter that notice or CSF's authorization until this Agreement is terminated; shall strictly maintain the confidentiality and security of all logon codes and passwords, and shall be responsible to CSF for unauthorized access to 8MS arising from a breach of this confidentiality or security, including all charges incurred as a result thereof.

3. RIGHTS AND OBLIGATIONS OF CUSTOMER Customer agrees to provide accurate and complete registration information, to promptly notify CSF of any changes in such information, and to verify such information as CSF may reasonably request; to be responsible for obtaining and maintaining all communications services, equipment and software necessary to connect to CSF Services and to ensure that all equipment and software are compatible with CSF requirements; to be solely responsible for maintaining the security of its account, password, files, network and user access, and any information Customer disseminates through CSF Services or other Internet services, and for all use of Customer's account, with or without Customer's knowledge or consent; to use the Services for lawful purposes only; and not to store or transmit data in violation of any federal or state laws or regulations. Upon notice from CSF, Customer shall promptly eliminate any hazard, interference or service obstruction that hardware or software not provided by CSF is causing or is likely to cause. This Agreement also incorporates CSF's Terms and Conditions for Website Use and CSF's Privacy Policy, accessible on this website and which CSF may modify from time-to-time.

4. ACTIVATION The first month's fees shall be paid at the time Services are ordered and are non-refundable. CSF will not activate the Services until it receives these payments in full. Customer shall comply with CSF's installation, maintenance and operational specifications.

5. BILLING AND PAYMENT

5.1 Customer agrees to pay CSF all charges relating to the use of the Services at the rates and prices published in this Agreement at the time the Service is used. Rates and pricing are incorporated into this Agreement by reference. CSF reserves the right to change or modify rates and prices at any time. All payments are due on the first of the month prior to the date of service. CSF will provide an invoice 30 days prior to the expiration of Customer's contract. Non-receipt of an invoice does not exempt the Customer from paying by the first of the month. Payments not received at CSF by the first of the month are subject to penalties and possible suspension, interruption or termination of the Service.  When the monthly bill is prepared customers with any over due amounts will be charged an extra 1.5% on all over due amounts. For each check returned by the bank due to Insufficient Funds, a $10 charge will be added to the next invoice. Customer is responsible for any applicable telephone charges for connecting to CSF Services.

5.2 The contract rates are for Monthly Contracts starting on the first day of service. For a copy of current rates, please call 732-356-6999.  In the event Customer exceeds its allotted number of Toll Free numbers at any time during the month, Customer will be billed at the rate of $4.00 per number for the excess. In the event Customer exceeds its allotted number of Delete Local requests at any time during the month, Customer will be billed an additional charge to bring Customer to the appropriate service level, plus $500.00. If Customer selects the Per Transaction Level, and in the event Customer exceeds its allotted number of transactions in one month, Customer will be billed $4.00 per transaction for the excess. If Customer selected the Semi-Private service level, Customer may maintain up to 100,000 toll free numbers with no limit on number of transactions; Customer may exceed the allocation of 100,000 numbers during any two months in a given calendar year with no additional charges; if Customer exceeds the allocation of 100,000 during a third month, a charge of $4.00 per number will apply to the highest daily overage during that month.

6. SUPPORT CSF shall have no obligation to provide any support or technical services. CSF, at its option, will troubleshoot problems at Customer's request. csf reserves the option to bill such services. Customer will be told in advance if services will be billed at CSF's rates in effect at the time such services are requested.

7. TERMINATION Either party may terminate this Agreement at any time for any reason upon thirty days written notice to the other. CSF may terminate this Agreement or temporarily suspend any account, Internet access or any other Services if CSF reasonably believes, in its sole discretion, that Customer is materially in violation of any of the terms or conditions of this Agreement.  If CSF exercises this right, prompt notice will be given to the Customer.

8. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

8.1 CSF EXERCISES NO CONTROL OVER THE CONTENT OF ANY INFORMATION PASSING THROUGH ITS NETWORK. CUSTOMER ASSUMES SOLE AND TOTAL RESPONSIBILITY AND RISK FOR USE OF CSF's SERVICE AND THE INTERNET.

8.2 CSF APPLICATIONS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY CSF SHALL CREATE A WARRANTY. CSF DOES NOT WARRANT THAT ITS SERVICES OR THE USE OF THE APPLICATIONS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE ON THE INTERNET WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

8.3 UNDER NO CIRCUMSTANCE SHALL CSF BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM CUSTOMER'S USE OF THE SERVICES, OR RELIANCE ON, USE OF OR INABILITY TO USE, THE SERVICES OR APPLICATIONS, OR THAT RESULT FROM MISTAKE, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, FAILURE OF PERFORMANCE, DELAYS OR INTERRUPTIONS IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF RECORDS, OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION. CSF’S LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNT OF THE FEES THE CUSTOMER HAS PAID TO CSF WITHIN THE CURRENT YEAR.

8.4 CUSTOMER'S LIMITED REMEDIES. IF CUSTOMER IS DISSATISFIED WITH THE SERVICES OR THE APPLICATIONS OR ANY OF CSF'S TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES, OR PRACTICES, CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE USING THE SERVICES AND THE APPLICATIONS.   IF THE CUSTOMER TERMINATES BECAUSE THE SYSTEM WAS NOT AVAILABLE OR DID NOT PERFORM AS SPECIFIED, THEN THE CURRENT MONTHS PAYMENT WILL BE PRORATED AND THE UNUSED PORTION WILL BE REFUNDED.

9. INDEMNIFICATION Customer agrees to defend, indemnify and hold harmless CSF and its officers, directors, owners, agents, and employees from any and all claims, damages injury, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) that may result or arise from Customer's access, inability to access, and use of the Services and the Applications. As the parties intend complete indemnification, all costs and expenses of enforcing this provision also shall be reimbursed.

10. MONITORING AND OTHER RIGHTS CSF reserves the right, but is not obligated to: monitor the Services provided under this Agreement and Customer's use of the Services, and to edit, remove or refuse to post or transmit any data. This includes any material or content that CSF, in its sole discretion, finds to be in violation of the provisions of this Agreement or otherwise objectionable. CSF will cooperate with legal authorities and private parties investigating claims of illegal activity, including but not limited to illegal transfer or use of copyrighted or other protected material, postings or e-mail containing threats of violence, or other illegal activity, or any activity that may give rise to civil liability. CSF's cooperation will include identification of all Customer's and other data relating to Customer's and their use of the services provided by CSF. Customer hereby authorizes CSF to release any and all information that CSF may be compelled to release by court order and/or regulatory body to legal authorities or to court ordered requests. CSF will notify Customer when requests for information are received.

11. INTELLECTUAL PROPERTY RIGHTS Customer agrees that CSF owns all intellectual property rights in and to the Applications. Customer agrees to hold in confidence the Applications and the Confidential Information, and agrees that it shall not sell, lease, assign, transfer, sublicense, permit the duplication, reproduction or copying of (except for backup purposes), disclose, divulge, or otherwise make available to any third party or to any individual not employed by Customer, or permit its employees to disclose or otherwise make available, any of such Applications or Confidential Information. The provisions of this paragraph shall survive the termination or expiration of this Agreement.

12. MISCELLANEOUS

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Customer agrees that the New Jersey State or Federal courts shall have exclusive jurisdiction for any claim or action arising out of or relating to this Agreement. Customer also agrees to submit to personal jurisdiction in such courts. Customer shall comply with all state and federal laws including, without limitation, laws governing the export of technical data or other materials. This Agreement contains the entire agreement between CSF and Customer and supersedes all other and prior oral and written discussions and representations. Customer must commence any claim or cause of action concerning or relating to this Agreement within one (1) year after the claim or cause of action arises.

12.2 CSF shall have the right at any time without notice to change, modify, or add to the terms and conditions of this Agreement, revise its fees, rates and other charges, and modify the Services at any time. Such changes shall be considered effective upon publication either in CSF's Web Site, Internet servers, printed literature, or by conventional or e-mail. Any use of CSF's Services following such modifications shall constitute acceptance of such changes. Customer agrees to review this Agreement online (including Policies incorporated by reference) periodically to be aware of any such revisions. If any revision to this Agreement is unacceptable to Customer, Customer may terminate this Agreement at any time by providing CSF with written notice.