MOTOMESSAGE.COM

TERMS & CONDITIONS OF USE

(Revised December 5, 2011)

The MotoMessage.com Service is governed by the following Terms & Conditions:

By clicking the "Create Account" button below, you understand and agree that your use of the motomessage.com website (the "Site") and of Moto Message, LLC's ("Moto Message") service (defined to include the Site, the "Service") will at all times be subject to: (i) the Terms & Conditions of Use set forth in this document and/or referenced herein (the "Terms of Use"); (ii) the Privacy Policy available for review and reference at http://www.motomessage.com/privacy-policy (the "Privacy Policy"); and (iii) the laws of the state of Illinois, without reference to its conflict of law principles ("Designated Law"). Please review both these Terms of Use and the Privacy Policy before you proceed. If you are unable or unwilling to agree to be bound by the Terms of Use, Privacy Policy, and Designated Law, you are not authorized to use the Service. Violation of these Terms of Use will result in the termination of your account and of your authorization to use the Service, its associated software client if any (the "Software Client"), and their features, tools, resources and/or other content (collectively the "Content").

BETA NOTICE: The Service, Software Client and Content are still in their pre-release beta testing phase, which means that they are still experimental and subject to modifications and improvements as we learn more from our users. It is possible that the Service, Software Client and/or Content still contain errors which may cause malfunction, including possible loss of data during input, transmission or processing. You should maintain separate, safe copies of your data at all times. You understand and agree that Moto Message: (i) is not responsible or liable for any errors, or for any harm they may cause (including but in no way limited to recovery of or compensation for any data loss); (ii) is not obligated to correct any such errors; (iii) has no obligation to provide technical support related to use of the Service, Software Client or Content; and (iv) may modify, withdraw, or discontinue the Service, Software Client and/or Content at any time, with or without notice, in its sole discretion. By using the Service, Software Client and/or Content, you promise that you will not make any public statements, whether oral, written, electronic or otherwise, regarding the Service, Software Client or Content, these Terms of Use, or Moto Message without its prior written consent, which may be granted or withheld in its sole discretion.

Account Terms

General

1. You must be of legal age in your area of residence, but in no event less than eighteen (18) years of age, to access and use the Service. By using the Service, you represent that you are at least 18 years of age.
2. You must provide all information requested during the signup process and from time to time thereafter, fully and accurately, including but in no way limited to: your full legal name and physical address, the full legal name of your company, and valid contact information, including but not necessarily limited to a phone number and email address.
3. Only you may use your individual account login – login sharing is not permitted. In the case of company accounts, your company will be allowed to designate one or more employees, depending on the Service plan you select, each of whom shall be granted a method of Service access.

Third Party Access

1. By using the Service, Software Client and/or Content provided by Moto Message, you grant Moto Message, together with its affiliated companies, whether now or in future existing (collectively, the "Moto Message Businesses") permission to access your account and all messages, data, information, text, graphics, audio, video or other materials posted/uploaded to or transmitted through the Service ("User Material"), and to process and transmit said User Material to designated third parties.
2. The Moto Message Businesses will use commercially reasonable efforts to ensure that we do not share your User Material, account information or other personally identifiable information with any third parties, excepting only that User Material and those third parties which you designate in the course of your use of the Service, Software Client and Content, or as otherwise set forth in these Terms of Use or the Privacy Policy.
3. However, the Moto Message Businesses may share aggregated statistical information about our users (including but not limited to demographic information, preferences, etc.) with third parties from time to time, and you hereby consent to such disclosure. The Moto Message Businesses will use commercially reasonable efforts to ensure that such information does not identify individual users, nor include any personally identifiable information.

Responsibility for Errors/Omissions/Misrepresentations

1. Moto Message is not responsible or liable for any errors, omissions or misrepresentations in User Material you provide, or for any errors or omissions in its processing and/or transmission of User Material to third parties once it is posted or otherwise transmitted to the Service. You are solely responsible and liable for all such errors, omissions and misrepresentations.
2. You are required to verify all User Material posted to or transmitted through the Service, and regularly to monitor your account.

Pricing & Payment

Maintenance of your account as active, and your continued access to Moto Message's Service, Software Client and Content require full and timely payment in accordance with your account plan. Additional information on current Service plans and pricing is available at http://www.motomessage.com/pricing

1. You will be subject to the following four (4) classes of charges in connection with your use of the Service, Software Client and Content (which may scale depending on the type of account chosen, size of message credit bundles purchased, etc.):
   1. setup fee;
   2. recurring subscription fee
   3. message credit bundle charges; and
   4. additional keyword charges.
2. Your account plan recurring subscription fee will automatically be billed to your credit card (or to such alternative payment method as Moto Message may authorize from time to time in its sole discretion), in advance and on a monthly basis, and is non-refundable. However, the foregoing notwithstanding, Moto Message reserves the right to require payment of all fees in advance with respect to any subscriber, at any time and for any reason, in its sole and absolute discretion, effective immediately upon written notice (email will suffice) to said subscriber.
3. All required fees are quoted exclusive of any taxes, levies or duties which may be imposed by applicable law. You understand and agree that any such taxes, levies and duties will be added to the amounts quoted, prior to billing.
4. You can cancel your account at any time, effective upon the giving of not less than five (5) business days' notice. If notice of cancellation is timely made, your account and access to the Service, Software Client and Content will continue until the end of your then-current billing period; otherwise they will continue until the end of the billing period immediately following your then-current billing period. Except in the limited circumstance provided above, you will not be billed for another billing period following notice of cancellation.
5. You understand and agree that, upon cancellation of your account, Moto Message will not be under any obligation to refund any amounts previously paid, including but not limited to setup fees, recurring subscription fees, purchases of message credit bundles, additional keywords, etc.
6. Moto Message reserves the right to change the pricing to users of any or all of its Service, Software Client and/or Content offerings at any time. Existing users will be provided 30 days' notice, on the public website www.motomessage.com or by email, of changes to pricing.

Prohibited Conduct

In registering to use the Service, you will receive a password and account designation. You are solely responsible for: (i) maintaining the confidentiality of your password and account, and (ii) all activities that occur through your password or account, including without limitation all User Material posted to or transmitted through your account. You agree to immediately notify Moto Message of any actual or potential unauthorized use of your password or account, or any other actual or potential breach of Moto Message's security. You will ensure that you logout from your account at the end of each session.

You are solely responsible for your use of the Service, the Software Client and the Content, and use them at your own risk. You agree not to post, upload, input, provide, submit, transmit, distribute or otherwise publish through the Service or the Software Client any of the following, all in Moto Message's sole judgment:

1. User Material that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting or transmitting any User Material, you represent and warrant that you own all necessary rights, or have permission from the rightful owner(s) of the User Material, to post and transmit the User Material, and to allow Moto Message to process and retransmit the User Material through the Service;
2. User Material that could constitute, encourage, aid or abet any criminal offense or enterprise, violate the rights of any party, or might otherwise create liability or violate any local, state, national, or international law, including but in no way limited to, the regulations of the U.S. Securities and Exchange Commission, or any rules of any securities exchange such as the New York Stock Exchange, the American Stock Exchange, or the NASDAQ;
3. User Material that is fraudulent, false, misleading, libelous, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of any entity's rights of privacy or publicity, abusive, inflammatory, hateful, religiously, racially or ethnically offensive, unlawful or otherwise objectionable;
4. User Material that advertises, or otherwise promotes the use of, tobacco-related products or services;
5. User Material that contains unauthorized private information of any third party, including, without limitation, addresses, phone numbers, email addresses, etc.;
6. User Material that impersonates any person or entity, or otherwise misrepresents your affiliation with any person or entity, or is in any other way fraudulent in nature;
7. Unsolicited communications, advertisements, promotions or solicitations, including but not limited to junk-mail/spam, whether commercial or non-commercial in nature. Additional information on this topic is available for review and reference at http://www.motomessage.com/anti-spam-policy;
8. User Material containing or comprising viruses, Trojan horses, corrupted data or other harmful, disruptive or destructive code;
9. User Material which does not comply with Moto Message's advertising guidelines available for review and reference at http://www.motomessage.com/ad-guidance; and
10. User Material that Moto Message determines, in its sole and absolute judgment, is otherwise objectionable, restricts or inhibits any other person from using or enjoying the Service or the Content, may tarnish Moto Message's image or brand, or may expose Moto Message or its users to any harm or liability of any kind.

Moto Message assumes absolutely no responsibility or liability for any User Material posted to or transmitted through the Service by you or by any third party. Although Moto Message has no obligation to screen, edit or monitor any User Material posted or transmitted, Moto Message reserves the right, and has absolute and sole discretion, to screen, edit, monitor and/or remove any User Material that Moto Message believes may violate these Terms of Use, or otherwise finds objectionable, in its sole judgment.

Any other use of the Service, Software Client or Content without the prior written permission of Moto Message is strictly prohibited, including, without limitation: (a) any resale or sublicense of the Service, Software Client or Content; (b) the retransmission, rebroadcasting or other distribution, display or publication of any Content or other information available through the Service; (c) making derivative uses of, or derivative works based on, the Service, Software Client or Content; (d) use of any data mining, robots or similar data-gathering or data extraction methods in any way or for any reason in connection with the Service, Software Client or Content; (e) downloading or using any portion of the Service, Software Client or Content, except as authorized and incidental to their intended operation; or (f) any use of the Service, Software Client or Content other than for their intended purpose, in accordance with these Terms of Use.

You understand and agree that any use of the Service, Software Client or Content in violation of any of the foregoing paragraphs or subsections of this Section ("Prohibited Conduct") is a material breach of these Terms of Use which may result in termination or suspension, without notice, of your account and rights to use the Service, Software Client and Content, and may also expose you to civil and/or criminal liability. You agree to indemnify, defend and hold Moto Message harmless from and against any claim, suit, cause of action, loss or damage arising from your failure to comply with this Section.

Software Client

Any software that is made available for download for use with the Service is the copyrighted work of Moto Message and/or its licensors. You may use such software solely for the limited purpose of accessing and interacting with the Service, and subject at all times to these Terms of Use. Any other use of such software is hereby expressly forbidden, prohibited by Designated Law, by the laws of other jurisdictions, and by international treaty, and may result in severe civil and/or criminal penalties. Without limiting the generality of the foregoing statements, you shall not: (i) sell, rent, lease, license, distribute, loan or otherwise transfer the software, or any copies of the software, without the express prior written consent of Moto Message; (ii) reverse engineer, decompile, disassemble or otherwise reduce the software to any human-perceivable form; (iii) modify, adapt, translate or otherwise create derivative works based on the software; (iv) disable, modify or otherwise tamper with any anti-piracy, anti-hacking or digital rights management functionality of the software; (v) remove, disable or circumvent any proprietary notices, marks or labels contained on or within the software or its accompanying files or materials; or (vi) export or re-export the software or any portion, process, copy or adaptation hereof in violation of any applicable laws or regulations.

The Service and these Terms & Conditions may change

Moto Message may update, modify, limit or expand the Service, the Software Client, and/or the Content at any time and from time to time, without notice and in its sole discretion. Any new or updated Content, as and when made available, will also be subject to these Terms of Use and the Privacy Policy. Moto Message may likewise update or modify the Terms of Use and/or the Privacy Policy from time to time without prior notice. Your continued use of the Service following any such change constitutes your consent and agreement to follow and be bound by the new Terms of Use and/or Privacy Policy as modified. You should review these Terms of Use from time to time whenever you log into the Service. You can view the then-current Terms of Use and Privacy Policy at any time at: http://www.motomessage.com/terms-and-conditions and/or http://www.motomessage.com/privacy-policy, respectively.

Moto Message a Limited Designee & Conduit

The foregoing notwithstanding, for avoidance of doubt, you understand and agree that Moto Message, through its Service, Software Client and Content, is acting at all times solely as a limited designee and "conduit" for making your User Material available to designated third parties, and that once Moto Message has made your User Material available to such designated third parties, (i) Moto Message will have no further control over the User Material so transmitted; and (ii) neither these Terms of Use, Moto Message's Privacy Policy nor any other rules or policies regarding the Service are applicable to the recipients. The Moto Message Businesses hereby expressly disclaim all responsibility and liability for any misuse of your User Material by said designated third parties following receipt.

Copyright

The Service, the Software Client and all Content, as they may be updated from time to time, including but not limited to trademarks, service marks, logos, and all text, designs, images, graphics, audio, video and other files, etc., and the selection and arrangement thereof, are subject to copyright, trademark, service mark, trade dress and/or other intellectual property rights held or licensed: (i) by the Moto Message Businesses, or (ii) by third parties with whom it interacts.

You may not under any circumstances use, copy, download, reproduce, modify, publish, distribute, transmit, transfer or create derivative works of any portion of the Service, Software Client or Content without first obtaining written permission from Moto Message, which it may grant or withhold in its sole discretion. Without limiting the generality of the foregoing statement: (i) you may not copy or display any portion of the Service, Software Client or Content on any computer network or publish or broadcast any portion of the Service, Software Client or Content in any media, and (ii) you may not modify the Service, Software Client or Content or any copyright, trademark or other proprietary notice associated therewith in any way.

No right, title or interest in any portion of the Service, Software Client or Content is transferred to you as a result of your use thereof, and (as between Moto Message and you) Moto Message hereby reserves all right, title and interest, including but not limited to all applicable intellectual property rights, in and to the Service, Software Client and Content.

User Feedback

We welcome feedback from our users. However, any such comments, suggestions, ideas or other communications, together with any materials included therein and/or attached thereto, of whatever kind, whether audio, graphics, video, print or otherwise (collectively, "Feedback") submitted to any Moto Message Business, independent of the method of communication, shall be and remain the exclusive property of Moto Message or its designees. Submission of any such Feedback shall constitute an assignment to Moto Message or its designees of all worldwide rights, title and interest in all copyrights and other intellectual property rights regarding the Feedback, and a waiver of any moral rights therein (to the maximum extent not prohibited by applicable law). Moto Message and its designees shall be free to use, reproduce, disclose, publish and distribute any submitted Feedback for any purpose whatsoever, without restriction and without compensation of any kind. We therefore request that you not submit any Feedback that you do not wish to assign in full, including all embedded and attached materials. FOR AVOIDANCE OF DOUBT, REGULAR TRANSMISSIONS OF USER MATERIAL THROUGH THE SERVICE FOR THE PURPOSE OF PROCESSING AND TRANSMISSION TO THIRD PARTIES IS NOT INCLUDED WITHIN THE DEFINITION OF "FEEDBACK." You are solely responsible for all User Material you post or otherwise submit/transmit, whether as Feedback or otherwise, and Moto Message assumes no liability whatsoever for any User Material.

DISCLAIMERS

THE SERVICE IS OPERATED BY MOTO MESSAGE ON AN "AS IS" BASIS, AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE MOTO MESSAGE BUSINESSES HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE, THE CONTENT AND ASSOCIATED SOFTWARE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, THE MOTO MESSAGE BUSINESSES DO NOT REPRESENT OR WARRANT THE ACCURACY, CURRENCY OR COMPLETENESS OF THE SERVICE, THE CONTENT OR ASSOCIATED SOFTWARE, OR OF ANY INFORMATION (INCLUDING WITHOUT LIMITATION THIRD PARTY INFORMATION) PROVIDED THEREBY, OR THAT THE SERVICE, THE CONTENT OR ASSOCIATED SOFTWARE IS FREE OF VIRUSES, TROJANS OR OTHER HARMFUL CODE, OR WILL OPERATE WITHOUT ERROR, INTERRUPTION OR LOSS OF DATA.

THE MOTO MESSAGE BUSINESSES ASSUME NO RISK OR RESPONSIBILITY FOR YOUR USE OF THE SERVICE, THE CONTENT OR ASSOCIATED SOFTWARE, AND YOU UNDERSTAND AND AGREE THAT YOU USE THEM AT YOUR OWN RISK.

THE MOTO MESSAGE BUSINESSES DO NOT ENDORSE OR MAKE, AND HEREBY EXPRESSLY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING ANY AND ALL SOFTWARE, PRODUCTS, SERVICES, DATA, WEBSITES AND OTHER CONTENT (INCLUDING WITHOUT LIMITATION THOSE OF THIRD PARTIES) WHICH YOU MAY ACCESS OR USE THROUGH THE SERVICE, OR AS A RESULT OF YOUR USE OF THE SERVICE, OR REGARDING ANY WEBSITE OR OTHER SERVICE WHICH YOU MAY ACCESS AS A RESULT OF YOUR USE OF THE SERVICE. REFERENCES AND/OR LINKS TO OTHER PRODUCTS, SERVICES, DATA AND/OR WEBSITES ARE PROVIDED SOLELY FOR YOUR CONVENIENCE, AND YOU USE THEM AT YOUR OWN RISK.

APPLICABLE LAW MAY LIMIT OR DISALLOW THE DISCLAIMERS SET FORTH ABOVE, AND SO THESE DISCLAIMERS MAY NOT APPLY TO YOU, EITHER IN WHOLE OR IN PART.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL THE MOTO MESSAGE BUSINESSES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, VENDORS AND/OR SUPPLIERS BE LIABLE FOR ANY LOSSES OR DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF OR INABILITY TO USE THE SERVICE, ITS CONTENT OR ASSOCIATED SOFTWARE. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO LOSS OF DATA, PROFITS OR ECONOMIC ADVANTAGE), WHETHER BASED ON A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE MOTO MESSAGE BUSINESSES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND DAMAGES.

IF YOU ARE DISSATISFIED WITH THESE TERMS OF USE, THE PRIVACY POLICY, THE SERVICE OR ANY OF ITS CONTENT OR ASSOCIATED SOFTWARE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. BY USING THE SERVICE YOU ACKNOWLEDGE YOUR ASSUMPTION OF ALL RISK OF SUCH USE. ABSENT APPLICABILITY OF THE FIRST SENTENCE OF THIS PARAGRAPH, IN NO EVENT SHALL MOTO MESSAGE'S AGGREGATE LIABILITY TO YOU (WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED, PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF THE SERVICE, ITS CONTENT AND ASSOCIATED SOFTWARE EXCEED ONE HUNDRED UNITED STATES DOLLARS (US $100.00). THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THESE TERMS.

APPLICABLE LAW MAY LIMIT OR DISALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, AND SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU, EITHER IN WHOLE OR IN PART.

Miscellaneous Provisions

Designated Law & Forum. All disputes arising out of or in connection with these Terms of Use, the Privacy Policy, your use of the Service, the Software Client and/or the Content, shall be exclusively governed by and resolved in accordance with Designated Law. The State and Federal courts sitting in the Northern District of Illinois will have sole and exclusive jurisdiction over any claim, cause of action or other dispute arising out of, in connection with or related to these Terms of Use, the Privacy Policy, your use of the Service, the Software Client and/or the Content, and you hereby irrevocably and unconditionally submit, consent, and waive all objection to said exclusive venue, including without limitation any objection based on forum non conveniens.

STATUTE OF LIMITATIONS. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms of Use, THE PRIVACY POLICY or use of the Service, ITS Content AND ASSOCIATED SOFTWARE, must be made within one (1) year after such claim or cause of action arose, or be forever barred.

Amendment; Waiver. These Terms of Use may not be amended or waived, except in a written document signed by Moto Message. Moto Message's failure to enforce any right or provision in these Terms of Use will not constitute a waiver of such provision, or any other provision of these Terms of Use.

Right to Terminate/Suspend Service, Software Client & Content. Notwithstanding anything to the contrary elsewhere in these Terms of Use, Moto Message reserves the right, at any time and from time to time, without notice and in its sole discretion, to suspend or terminate (in whole or in part) the Service, Software Client and/or Content.

Right to Terminate Users. Notwithstanding anything to the contrary elsewhere in these Terms of Use, Moto Message reserves the right, for any reason or no reason, without notice and in its sole discretion, to terminate your account and license to use the Service, Software Client and/or Content, and to block or prevent your future access to and use of the Service, Software Client and Content.

Entire Agreement. These Terms of Use and the Privacy Policy together constitute the entire agreement between you and Moto Message regarding the subject matter hereof, govern your use of the Service, Software Client and Content, and supersede any prior agreements between you and Moto Message regarding the same subject matter.

Severability. If any portion of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Survival. All provisions of these Terms of Use which by their nature should survive expiration or earlier termination will survive such expiration or earlier termination, including but in no way limited to provisions regarding rights of ownership, disclaimers of warranty, and limitations of liability.

© 2011 Moto Message, LLC. All rights reserved.