QT Information Systems Inc. ("QT") provides Clients ("Client") with access to its telephone automatic messaging interface ("AMI"), subject to the following terms and conditions. Your use of AMI after the date listed above constitutes your agreement to and acceptance of such terms and conditions.

1. YOUR ACCEPTANCE OF THIS CLIENT AGREEMENT

Your use of AMI constitutes your agreement to and acceptance of the following terms and conditions. Please read the Client Agreement carefully before using AMI and let us know if you have any questions. If you do not wish to be bound by these terms and conditions, do not access or use AMI.

2. PRIVACY POLICY

QT has implemented this privacy policy to ensure that your personal and client information is kept private and secure.

A. Client Information

You will provide QT with certain information regarding your clients or contact lists to enable use of AMI. QT will hold this information in the strictest of confidence and will not utilize this information for any purpose whatsoever other than to perform its duties under this Agreement. QT will also not distribute any of the information we receive from you while using AMI to any third party or to any QT affiliate.

B. Personal Information

You will also provide QT with accurate and complete information about yourself during our registration process prior to use of AMI. QT requires that you supply your name, e-mail address, phone number, and other identifying information. This information is used to establish your AMI account, and so that we may contact or identify you for support purposes. You agree to update any such information as necessary and QT has the right to suspend, restrict or terminate your use of AMI and to refuse any future use of all or portions of AMI if QT has reason to believe that you have failed to comply with these requirements.

QT accepts payment by check or Paypal and therefore will obtain no credit card information from you.

QT will record your voice messages in order to transmit them to the phone numbers you provide to us. QT does not intend to review or monitor any such messages, however QT reserves the right to review these messages at any time and for any reason, particularly if we have reason to believe that messages are in violation of the AMI Client Agreement.

QT may, from time to time, choose to send email to our Clients in the form of a newsletter or special offer. Should we decide to send an email to our Clients, it will be sent ONLY to account owners.

3. OPT OUT OPTION

Pursuant to federal law, at the beginning of every one of your messages you must provide the members of your call list with the option to opt out of any further communication. QT will provide you with that language and you agree to begin each message with this language. If we are notified to opt out by a member of your call list, we will remove that phone number from all of your call lists and notify you of any such change. Additionally, you may modify your call list to remove a number by logging into your account on our website. Contact your account representative if you need assistance with this process.

4. TELEPHONE CHARGES

a) Voice Broadcasting - AMI delivers voice messages anywhere within the United States, Puerto Rico and Canada. There may be an additional charge for calls to Canada.

b) Text Broadcasting - Your receipt of text messages may result in standard messaging charges from your cellular service carrier. Additionally, your group members may incur charges when you initiate text broadcasts. AMI is not responsible for any charges that you or your group may incur from use of our service.

AMI sends text messages within the United States, Puerto Rico and Canada. AMI's network may not include all cellular carriers in the United States and Canada, and may result in undelivered messages. You may contact QT for a current list of covered providers.

5. RESTRICTION AND MODIFICATION OF SERVICE

You agree that QT may limit your use of AMI, including without limitation the frequency and duration for which you may access AMI, and that QT has no responsibility or liability for any unavailability or limitation on use of AMI. In addition, you agree that QT shall not be liable to you or to any third party for any modification, suspension or discontinuance of AMI. You acknowledge and agree that QT may establish general practices and limits, which may not be published, concerning the use of AMI, including without limitation the maximum time that messages will be retained. You agree that QT has no responsibility or liability for the deletion or failure to store any messages and other communications maintained or transmitted by AMI. You agree and QT reserves the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

6. CLIENT REPRESENTATIONS

As a condition of your use of AMI, you agree and warrant to QT that you will not use AMI for any purpose that is unlawful or prohibited by the Client Agreement.

Specifically, you agree and warrant to QT that:

• You will not use, or attempt to use, AMI to convey any information that may be considered unlawful, harassing, libelous, abusive, threatening, obscene, hateful, offensive, harmful, vulgar, distasteful, defamatory, indecent, objectionable, or invasive of another person's privacy or proprietary rights;
• You will follow the letter and spirit of the terms of the Client Agreement and all applicable laws;
• You have obtained permission to send messages to everyone on your call list including specific permission for the receipt of text messages, if applicable;
• You will not use, or attempt to use, AMI in connection with any junk messages, spamming or messages that are duplicative or unsolicited in nature;
• You will not send, or attempt to send, messages to emergency lines, to any health care facility or similar establishment, to numbers assigned to radio common carrier services or to any service for which the called party is charged for the call;
• You will not transmit, or attempt to transmit, any material that may infringe the contractual, fiduciary, intellectual property rights, or other rights of third parties, including trademark, copyright or the right of publicity;
• You will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with QT, or otherwise attempt to mislead others as to the identity of the sender or the origin of a message;
• You will not resell, or attempt to resell, the use of AMI without express, prior written consent/permission from QT;
• You will not collect, or attempt to collect, or store information about AMI or other Clients, including contact information, without their consent;
• You will not interfere, or attempt to interfere, with or disrupt connections to AMI or violate the regulations, policies or procedures of such connections;
• You will not attempt to gain unauthorized access to AMI, other accounts, computer systems or networks connected to the Service.
• You will not attempt to gain unauthorized access to AMI, other accounts, computer systems or networks connected to AMI, through password/PIN mining or any other means.
• You agree and AMI retains the right, at its sole discretion, to determine whether or not Client's conduct is consistent with the letter and spirit of the Client Agreement. AMI may immediately terminate Client's AMI account if Client's conduct is found to be inconsistent with this Client Agreement.

7. NO SPAM AND CONSENT TO DAMAGES

QT may immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited messaging activities. Activities such as sending spam or other unsolicited messages can cause harm to QT and AMI (and our customer base) in numerous ways including, but not limited to, damaging the AMI brand name, damaging our reputation for delivering relevant messages, damaging our reputation for privacy, damaging our ability to attract and retain customers, and damaging other consumer, customer and business goals, activities, or relationships. QT retains sole responsibility and discretion for calculating losses; because these and other damages are often difficult to quantify, if actual damages cannot be reasonably calculated by QT; then you agree to pay QT liquidated damages of $5.00 for each piece of spam or unsolicited message transmitted from or otherwise connected with your AMI account; otherwise, you agree to pay QT's actual damages, to the extent such actual damages can be reasonably calculated by QT.

8. COMPLIANCE WITH FEDERAL AND STATE REGULATIONS

Client agrees to comply with the anti-solicitation provisions of the Federal Telephone Consumer Protection Act of 1991, and any amendments thereto, at 47 U.S.C. § 227, the Federal Communications Commission's implementing regulations, at 47 CFR § 64.1200 et seq., the Federal Trade Commission's Telemarketing Sales Rule including the August 2008 Amendment at 16 CFR Part 310, and any other similar laws. Client agrees not to violate these, or any other applicable anti-solicitation laws, and represents and warrants that its use of AMI will not cause QT to violate these or other similar laws.

Client agrees to comply with the anti-solicitation provisions of the Federal Telephone Consumer Protection Act of 1991, and any amendments thereto, at 47 U.S.C. § 227, the Federal Communications Commission's implementing regulations, at 47 CFR § 64.1200 et seq., and any other similar laws. Client agrees not to violate these, or any other applicable anti-solicitation laws, and represents and warrants that its use of AMI will not cause QT to violate these or other similar laws.

Client agrees that it is the sole responsibility of Client to abide by any applicable laws defined by the State or Federal Government. Client understands and agrees that QT will not be held responsible for damages to the Client or any third party incurred due to Client's failure to abide by State and/or Federal laws. Please refer to the Telephone Consumer Protection Act of 1991. You may visit the Federal Communications Commission Web site at http://www.fcc.gov and the Federal Trade Commission Web site at http://www.ftc.gov. Please refer to the appropriate State Attorney General's office or other applicable offices for telemarketing rules and or regulations pertaining to your intended application and use of AMI.

9. NO RESPONSIBILITY FOR CONTENT

QT is under no obligation to monitor any recordings for accuracy, completeness, or quality. You acknowledge that AMI simply acts as a passive conduit for the distribution and transmission of information. You acknowledge that QT has no obligation to screen, preview, or monitor such content. By using AMI, you agree that it is solely YOUR RESPONSIBILITY to evaluate the accuracy, usefulness, completeness, or appropriateness of any content that you send, receive, access, post, or otherwise transmit through AMI, including content that may be offensive, indecent or objectionable. Under no circumstances will QT be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content sent, accessed, posted or otherwise transmitted via AMI.

10. CONFIDENTIALITY

The terms and conditions of this Agreement shall remain confidential at all times.

QT shall not use the client and personal information that you provide to QT pursuant to paragraph 2 herein ("Confidential Information") for a purpose other than the performance of QT's obligations under this Agreement. QT shall not disclose Confidential Information except with the prior written consent of the Client or in accordance with the following:

A. To any of its officers, employees, agents and contractors if the disclosure is necessary for the purposes of this Agreement in which case it shall ensure that the disclosee complies with QT's obligations of confidentiality under this Agreement as if it were QT; or

B. If required to do so by law, subpoena, or by a competent regulatory authority. QT shall provide notice to the Client of the disclosure as soon as practical.

The above does not apply to Confidential Information which:

a. Becomes publicly known other than by QT's breach of this Agreement; or

b. Can be shown by QT to the Client's reasonable satisfaction to have been known by QT before disclosure by the Client to QT or subsequently to have been disclosed to QT by a source other than the Client without breach of this Agreement or other commitments.

11. SERVICE FEES AND CHARGES

The basic account fees ("Service Fees") shall be provided at the rates set out in the AMI pricing plan at the time of subscription, plus applicable taxes, fees, and surcharges. AMI may modify the Service Fees or other charges without notice to Client. QT will provide Client with a monthly invoice. Client agrees to pay such invoice within 15 days by either check or Paypal payment.

12. TERM AND TERMINATION

QT reserves the right at any time to limit: access to, modify, change or discontinue AMI, or any part thereof, with or without notice. AMI is a "pay-as-you-go" service. You may effectively terminate your use of the service by not recording or sending out any messages.

13. LIABILITY DISCLAIMER

YOU AGREE THAT:

A. IF YOU USE AMI, YOU DO SO AT YOUR OWN AND SOLE RISK. AMI IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AMI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN THE EVENT OF A CRITICAL EMERGENCY, REGULAR MESSAGING SERVICES MAY TEMPORARILY BE PRE-EMPTED TO PROVIDE SERVICE TO CLIENTS WITH EMERGENCY-RELATED NEEDS.

B. QT DOES NOT WARRANT THAT (i) AMI WILL MEET YOUR REQUIREMENTS, (ii) AMI WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF AMI WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH AMI WILL MEET YOUR EXPECTATIONS, (v) ANY INFORMATION YOU PROVIDE OR AMI COLLECTS WILL NOT BE DISCLOSED, OR (vi) ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED. YOU ARE ESPECIALLY ADVISED NOT TO USE OR RELY ON THE AMI AND INFORMATION OR ANY OTHER PROGRAM, INFORMATION OR SERVICE WHATSOEVER RELATED THERETO FOR "CONTENT SENSITIVE" OR "MISSION CRITICAL" APPLICATIONS AND USE. "CONTENT SENSITIVE" SHALL MEAN ANY INFORMATION OR DATA YOU DO NOT WISH TO BE ACCESSIBLE TO OTHER CLIENTS. "MISSION CRITICAL" APPLICATIONS AND USE SHALL MEAN APPLICATIONS AND USE THAT MAY RESULT IN DAMAGE.

C. IF YOU ACCESS OR TRANSMIT ANY CONTENT THROUGH THE USE OF AMI, YOU DO SO AT YOUR OWN DISCRETION AND YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOU IN CONNECTION WITH SUCH ACTIONS.

D. NO DATA, INFORMATION OR ADVICE OBTAINED BY YOU IN ORAL OR WRITTEN FORM FROM QT OR THROUGH OR FROM AMI SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

14. LIMITATION OF LIABILITY

YOU EXPRESSLY AGREE THAT QT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF AMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR INABILITY TO USE AMI; (ii) THE COST OF ANY SUBSTITUTE GOODS AND SERVICES PURCHASED TO REPLACE ANY GOODS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF ANY INFORMATION OBTAINED FROM OR TRANSACTIONS ENTERED INTO THROUGH OR FROM AMI; (iii) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR MESSAGES; (iv) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY ON THE AMI; OR (v) ANY OTHER MATTER RELATING TO AMI.

15. INDEMNIFICATION

You agree to indemnify, defend and hold harmless QT, its officers, directors, owners, employees, agents, other Service Providers, vendors or customers from and against all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees resulting from any violation of the Client Agreement by you or any harm you may cause to anyone. You agree and we reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

16. PROPRIETARY RIGHTS

You acknowledge and agree that AMI and any necessary software used in connection with AMI and Service Providers contain proprietary and confidential information that are protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through AMI or other Clients is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may not, and agree not to, modify, reformat, copy, display, distribute, transmit, publish, license, create derivative works from, transfer or sell any information, products or services obtained from QT, except as set forth herein. QT, AMI, the AMI logo and other AMI logos, product and service names may be trademarks, service marks or other intellectual property of QT (the "QT Marks"). You agree not to display or use the QT Marks in any manner without the prior, express written permission of QT.

17. MODIFICATION OF TERMS

We reserve the right to modify and restate the terms and conditions of the Client Agreement, and modification(s) shall be effective immediately upon being posted on the QT web site.

Unless explicitly stated otherwise, any new features that augment or enhance AMI, including the release of new AMI properties, shall be subject to the Client Agreement. You understand and agree that AMI is provided "AS-IS" and that QT assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store or deliver any Client communications or personalized information.

You are responsible for reviewing these terms and conditions regularly. Your continued use of AMI shall be deemed to be your conclusive acceptance of all modifications to the Client Agreement.

18. NOTICE

You agree that QT may communicate any notices to you, including notices of changes to the Client Agreement, through email, regular mail or by posting of those notices on the QT web site.

19. ENTIRE AGREEMENT

The Client Agreement governs your use of AMI. This Client Agreement, your pricing plan, and your payment agreement constitute the entire agreement between you and QT. They supersede any prior agreements between you and QT.

20. GOVERNING LAW AND ARBITRATION

The Client Agreement and the relationship between you and QT shall be governed by the laws of the State of Illinois without regard to its conflict of law provisions. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of AMI or to the terms of this Client Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. You agree to submit any dispute with QT exclusively to final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The location of any arbitration shall be in the city of Chicago, Illinois. You agree any arbitrator shall not have the authority to award punitive damages. You agree to be bound by any ruling in such arbitration proceeding and that such ruling shall be enforceable in any court of competent jurisdiction.

21. MISCELLANEOUS

Any failure by QT to exercise any rights or enforce any of the terms of this Client Agreement shall not constitute a waiver of such rights or terms. If any portion of the Client Agreement is found by an arbitrator or a court of competent jurisdiction to be invalid, the arbitrator or court should nevertheless give effect to the parties' intentions expressed herein. All other provisions of the Client Agreement remain in full force and effect.