InterMetro Communications, Inc.

Terms of Use

1. Acceptance of Terms of Use

Please review the following terms and conditions (“Terms of Use”) carefully. This agreement is a legally binding contract between you (“You” or “Your”) and InterMetro Communications, Inc. (“InterMetro,” “We” or “Us”), regarding Your access to and use of the InterMetro web site (the “Site”). By accessing the Site, You agree to the terms and conditions as outlined in this legal notice. InterMetro reserves the right to change these terms and conditions from time to time, without notice, at its sole discretion by posting such revised terms and conditions on the Site. Your continued use of the Site following any such change constitutes Your agreement to follow and be bound by the terms and conditions as changed.

2. The Site

Some areas of the Site require registration for use. In those instances, We require that You register with Us. You must complete the registration process by providing Us with current, complete and accurate information as prompted by the registration form. You further agree to maintain and promptly update any registration information in order to keep it true, accurate, current and complete. Please see our Privacy Policy for further details.

3. Password and Security

Upon registration for Your account, You will choose a user identification name (i.e., Your email address) and a password. You are solely responsible for maintaining the confidentiality of Your password and user ID. Furthermore, You understand and agree that the account is Yours, individually, and that You are solely responsible for any and all activities that occur under Your account, includingbut not limited to, ensuring that You completely exit from Your session at the Site. Additionally, You agree to immediately notify InterMetro of any unauthorized use of Your password, account or any other breach of security.

4. Your Conduct
You agree not to:

 a.  upload, transmit, post, email or otherwise make available to the Site, any content or other material in any format that: (x) is false, inaccurate, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, libelous and/or otherwise objectionable; (y) infringes any third party’s intellectual property; or (z) contains viruses, worms, Trojan horses, corrupted files, or any other similar software or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or voice services equipment;

b.  alter, remove, or falsify any attributions or other proprietary designations of origin or source of any other content appearing on the Site or contained in a file that is uploaded to the Site;

c.  impersonate any person or entity, including, but not limited to, a InterMetro official or falsely state or otherwise misrepresent Your affiliation with a person or entity;

d.  attempt, through any means, to gain unauthorized access to the Site, or another user’s account on the Site;

e.  use any robot, spider, other automatic device, or manual process to monitor or copy web pages or the content contained herein without our prior expressed written permission. Additionally, You agree that You will not take any action that imposes an unreasonable or disproportionately large load on InterMetro’s infrastructure; or

f.  use the Site for illegal purposes or for the transmission of material that is unlawful, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, obscene, tortious or otherwise objectionable; posting or transmitting third-party copyrighted information or in any way infringing on the intellectual property rights of others; impersonating someone else; using the Site for the transmission of junk mail, spam, chain letters, or unsolicited mass distribution of email; or posting improper messages.

The use of any device, software or routine that interferes or attempts to interfere with the proper working of the Site is expressly prohibited. You may not disclose or share Your password with any third parties or use Your password for any unauthorized purpose. In any case, You remain solely responsible for any authorized or unauthorized use of Your password.

InterMetro reserves the right to monitor or remove any information transmitted or received through the Site, or to terminate Your access to and use of the Site, at any time, without notice, in its sole discretion. The following actions, among others, may result in removal of messages and/or termination of Your access to the Site: Using the Site for illegal purposes or for the transmission of material that is unlawful, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, obscene, tortious or otherwise objectionable; posting or transmitting third-party copyrighted information or in any way infringing on the intellectual property rights of others; impersonating someone else; using the Site for the transmission of junk mail, spam, chain letters, or unsolicited mass distribution of email; or posting improper or off-topic messages. Your use of the Site is subject to all applicable local, state, national and international laws and regulations, including but not limited to the United States export control laws and regulations. You agree not to transmit any material that could constitute, or encourage conduct that could constitute, a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation.

You agree to indemnify and hold InterMetro, its parent, affiliates and subsidiaries harmless from any claims relating to any action taken by InterMetro as part of its investigation of a suspected violation of the Terms of Use or as a result of its conclusion that a violation of the Terms of Use has occurred, including but not limited to the removal of posts from the Site or the suspension or termination of Your access to the Site. You agree to take reasonable actions to select, and protect from unauthorized use, Your password to access the Site. If You believe someone has used Your password or account without Your authorization, You agree to call InterMetro at 1-805-433-8000. InterMetro reserves the right to access and disclose any information, including user names and other information, to comply with applicable laws and lawful government requests, to operate its systems properly or to protect itself or its registrants.

5. Proprietary Rights Restrictions

All material on the Site, including without limitation all informational text, photographs, graphics, audio, video, messages, files, documents, images or other materials (collectively, the “Materials”), whether publicly posted or privately transmitted, as well as all derivative works, are owned by InterMetro or other parties that have licensed their material to InterMetro and is protected by copyright, trademark and other intellectual property laws. InterMetro disclaims any proprietary interest in trademarks, service marks, logos, slogans, domain names and trade names other than its own. Trademarks, logos, images and service marks displayed on the Site are the property of either other third parties or InterMetro. You agree not to display or use such marks without InterMetro’s prior written permission.

The Materials on the Site may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means. Any modification of the Materials, use of the Materials on any web site or networked computer environment, or use of the Materials for any purpose other than personal, non-commercial use is a violation of the copyright, trademark, and other proprietary rights in the Materials and is expressly prohibited.

6. Links to Other Web Sites

The Site contains links to third party sites. The linked sites are not under InterMetro‘s controland InterMetro does not endorse, adopt or undertake any responsibility for the content or privacy practices of any linked site.

7. Disclaimer of Warranties

(i)  YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED BY INTERMETRO ON AN “AS IS” AND “AS AVAILABLE” BASIS. INTERMETRO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE SERVICES OR ACTIVITIES ARISING OUT OF OR CONNECTED TO THE SITE, OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, INTERMETRO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. INTERMETRO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, GIVEN BY INTERMETRO OR ITS AFFILIATES OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, PROVIDER, REPRESENTATIVE OR CONTRACTOR OF INTERMETRO OR ITS AFFILIATES, OR OTHERWISE AVAILABLE THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH IN THESE TERMS OF USE; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

(ii)  INTERMETRO MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES INTERMETRO MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE. INTERMETRO MAKES NO WARRANTY OR REPRESENTATION REGARDING THE ACCURACY AND COMPLETENESS OF INFORMATION PROVIDED ON OR THROUGH THE SITE, WHETHER OR NOT SUCH INFORMATION HAS BEEN POSTED BY A THIRD PARTY OR INCORPORATED INTO THE SITE BY INTERMETRO.

(iii)  YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

(iv)  YOU UNDERSTAND AND AGREE THAT INTERMETRO DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED AT OR IN CONNECTION WITH THE SITE. INTERMETRO IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION. INTERMETRO DOES NOT WARRANT THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. NO SPECIFIC RESULT FROM THE USE OF THE SITE OR THE SERVICES IS ASSURED OR GUARANTEED. INTERMETRO WILL NOT BE RESPONSIBLE FOR SITE OR SERVICE FAILURES FOR ANY REASON, WHETHER OR NOT WITHIN THE CONTROL OF INTERMETRO.

(v)  INTERMETRO SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED AT THE SITE. YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INTERMETRO OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(vi)  INTERMETRO MAKES NO WARRANTY REGARDING ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE.

8. Limitation of Liability

InterMetro shall not be liable for nonperformance or delay in performance for any reason, whether within or outside of its control. You expressly agree that use of the Site is at Your sole risk. Neither InterMetro, nor its affiliates, nor any of their officers, directors, employees, agents, third-party content providers, merchants, sponsors, licensors, or the like, warrant that the Site will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of this Site, or as to the accuracy, reliability, or currency of any information, content, service, or merchandise provided through the Site. Under no circumstances shall InterMetro or any other party involved in creating, producing, or distributing this Site be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages that result from the use of or inability to use this Site, including but not limited to reliance by You on any information obtained from this Site, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction, or unauthorized access to InterMetro’s records, programs, or services. You hereby acknowledge that this paragraph shall apply to all content, merchandise, and services available through this Site. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states liability is limited to the fullest extent permitted by law.

9. Indemnification

You agree to indemnify, hold harmless and release InterMetro, its parent, subsidiaries, affiliates, directors, officers, agents, licensees, co-branders or other partners, and employees, from and against any and all claims, damages, costs and expenses, including attorney’s fees, arising from or related to Your use of the Site and/or any content contained therein and/or any transaction You enter into with a third party based on information or contacts obtained from the Site.

10. Prohibited Uses of Site

InterMetro reserves the right to block Your access to the Site at any time without notice for the following:

 (i) Unlawful Purposes. Transmission, distribution or storage of material, or conduct in violation of any applicable local, state, federal or international law or regulation is prohibited. This includes, without limitation, any unauthorized use of material protected by patent, copyright, trademark, servicemark or other intellectual property right or material prohibited by criminal or civil law.

(ii) Unauthorized Trademark and Servicemark Use. You are also prohibited from incorporating InterMetro trademarks and servicemarks without express prior written permission of the trademark or servicemark owner, respectively.

(iii) Site Functionality. Any action to defeat or disable, or conduct that facilitates defeating or disabling any functionality of, the InterMetro Site or alters the look, feel or functionality of the InterMetro Site is prohibited.

(iv) System and Network Security. Any violations of the InterMetro system or network security are strictly prohibited. Security violations include, without limitation: (a) attempts to compromise the security of the Website; (b) use or distribution of tools designed to compromise security (including without limitation cracking tools, banner blockers, network probing tools, and password or credit card probes and decryption devices, and other guessing programs) of any computer system or network; (c) transferring excessive amounts of data through the InterMetro network; and (d) reselling any aspect of the Site.

11. Enforcement

In order for InterMetro to comply with applicable laws, including without limitation the Electronic Communications Privacy Act, 18 U.S.C. 2701 et seq., to comply with appropriate government requests, or to protect InterMetro, InterMetro may access and disclose any information, including, without limitation, the personal identifying information of InterMetro visitors passing through its network, and any other information it considers necessary or appropriate without notice to You. InterMetro will cooperate with law enforcement authorities in investigating suspected violations of the Terms of Use and any other illegal activity. InterMetro reserves the right to report to law enforcement authorities any suspected illegal activity of which it becomes aware.

If InterMetro receives a complaint or otherwise becomes aware of any possible violation of these Terms of Use, InterMetro may, in its sole discretion, initiate an investigation.

In the case of any violation of these Terms of Use, InterMetro reserves the right to pursue all remedies available by law and in equity for such violations. These Terms of Use apply to all visits to the Site, both now and in the future.

12. Changes to the Site

InterMetro reserves the right to modify, suspend or discontinue all or any portion of the Site at any time, with or without notice. Unless stated otherwise, any new features to the current Site shall be subject to these Terms of Use. All areas of the Site are currently accessible to users without charge, however InterMetro reserves the right to charge users for access to or use of any portion of the Site in the future. These Terms of Use may be modified by InterMetro at any time. Any such changes will be posted on the Site. Your continued use of the Site shall be deemed acceptance of any modifications.

13. Failure to Abide by these Terms

InterMetro may in its sole discretion terminate or suspend Your account and any current activities at the Site immediately without notice to You if You breach these Terms of Use or if We are unable to verify or authenticate any information that You provide to Us. InterMetro reserves the right, in its sole discretion, to refuse access to any user at any time to those portions of the Site that require registration. You agree that InterMetro shall not be liable to You or any third party for any termination of Your access to any Material and/or the Site.

14. Reasonable Efforts

Any references in these Terms of Use or in any other agreements, whether oral or written, between You and InterMetro to the obligations, duties and responsibilities of InterMetro shall mean and be interpreted as obligations, duties and responsibilities of InterMetro to use its commercially reasonable efforts only and shall be subject to You fulfilling all of Your obligations, duties and responsibilities.

15. Governing Law; Consent to Jurisdiction

This Site is controlled and operated by InterMetro from its offices in Simi Valley , California , United States . InterMetro makes no representation that materials on this Site are appropriate for use outside of the United States . If You choose to access this Site from other locations, You do so at their own risk and are solely responsible for compliance with applicable local laws. All claims relating to, and the use of, this Site or the Exchange are governed by and will be interpreted under the laws of the State of California without regard to the conflict of laws rules thereof. The parties specifically exclude and opt out of the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby waive the requirements of formal service of process for any action or claim brought in connection with any transaction contemplated under these Terms of Use and agree to be served by express courier at their principal place of business. You covenant that the transaction(s) contemplated by these Terms of Use is commercial in nature and expressly and irrevocably waives any claim of sovereign immunity for itself and its assets in connection with any proceeding to enforce InterMetro’s rights thereunder and hereunder, including, without limitation, immunity from the jurisdiction of the courts of California or the United States, immunity from service of process, and immunity of any of its assets from pre- or post-judgment attachment or execution. You specifically acknowledge and agree that the Uniform Computer Information Transactions Act does not apply to these Terms of Use. The prevailing party in any legal action brought by one party against the other and arising out of purchases subject to these Terms of Use shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys’ fees. If any provision or provisions of these Terms of Use shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Further, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of these Terms of Use a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

You agree that the statute of limitations for any claim against InterMetro shall be one (1) year from when the claim first arose, and any claim(s) not brought within such one (1) year period of time shall be deemed waived.

The exclusive personal jurisdiction of, and venue for, all disputes arising out of these Terms of Use shall be the state and federal courts located in Los Angeles, California, United States, and You consent to such exclusive jurisdiction and waive all objections to such jurisdiction and venue.

16. InterMetro Privacy Policy

On-line information collected and certain other information about You is subject to InterMetro’s Privacy Policy. For more information, please see our full privacy policy available on this Site.

17. Miscellaneous

These Terms of Use constitute the entire agreement between You and InterMetro with respect to the Site. If any provision of these Terms of Use is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of the Terms, which shall remain in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND INTERMETRO WHICH SUPERSEDES ANY PROPOSED OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND INTERMETRO RELATING TO YOUR USE OF THE SITE.

If You have any questions or comments about our Terms of Use, You can contact us at:

 InterMetro Communications, Inc.
 Attn: Legal Department – Privacy Policy
 2685 Park Center Drive
 Building A
 Simi Valley, CA 93065
 (805) 433-8000
 (805) 582-1006 / FAX
info@intermetro.net