TERMS OF USE
 
This Agreement is between Catch 23 and the participant ("you" or "your"). This Agreement sets forth the terms and conditions under which you agree to use Catch 23's Client Service ("Service" or "Services").

1. Catch 23 will provide you with the necessary user documentation.

2. Commencing on the date on which you initiate the Service, you will have use of the Service pursuant to the terms and conditions set forth herein. Such Service shall renew automatically and shall continue until such time as you provide Catch 23 with notice that you wish to discontinue such Service, or as terminated and/or canceled by Catch 23, as set forth herein.

3. Fees

A. For all Service(s) charges, including installation charges if applicable, Catch 23 will either (1) bill you monthly (2) Monthly recurring charges are billed one month in advance of Service. If any portion of payment is received after the late payment date, a monthly late charge may be charged to you. The monthly late charge will be 1.5% of the entire outstanding balance for each month or portion thereof (18% per annum) for which the balance remains.

B. Catch 23 may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, you agree to reimburse Catch 23 for expenses incurred to recover sums due, including attorneys fees and other legal expenses.

C. You are responsible for purchase and payment of tariffed network services needed for use of these Services.

D. Any long distance, measured service or toll charges incurred by you to dial into the Service during your use of the Service shall be your sole responsibility.

4. You understand and agree that temporary interruptions of the Service may occur as normal events in the provision of the Service. Catch 23 agrees to exercise reasonable care to prevent such occurrences; however, under no circumstances will Catch 23 be held liable for any financial or other damages due to such interruptions.

5. Limitation of Liability

A. Catch 23 will make reasonable efforts to provide continuous, uninterrupted, expedient and error-free Service to you. In no event shall Catch 23 be liable to you or any other person for any special, incidental, consequential or punitive damages of any kind, including without limitation, refunds of fees, loss of profits, loss of income or cost of replacement services.

B. Any Software provided hereunder is provided on an as-is basis. Catch 23 makes no express or implied warranties (including those of merchantability or fitness for a particular purpose) with respect to the Software provided.

C. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Catch 23 HEREBY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING IMPLIED WARRANTIES OF FITNESS, MERCHANTABILITY AND PERFORMANCE.

6. Indemnity

A. You agree to indemnify and save Catch 23 harmless from all claims, losses, liens, expenses, suits and attorneys' fees ("Liabilities") for injuries to or death of any person and for damages to or loss of any property, which may in any way arise out of or result from or in connection with this Agreement, except to the extent that such Liabilities arise from the active negligence or willful misconduct of Catch 23. The offending party shall, at its expense, defend any claim, legal proceeding or suit asserting a claim for Liabilities and shall pay all costs and attorneys' fees incurred by the other in connection therewith.

B. You agree to indemnify Catch 23, its parent, affiliates and subsidiaries, in the event that your use of the Service and/or Software; (a) constitutes a violation of any law, regulation or tariff (including, without limitation, copyright and intellectual property laws); (b) is defamatory, fraudulent or deceptive, (c) is intended to threaten, harass or intimidate, or (d) interferes with other customers' use or enjoyment of the Services provided by Catch 23.

7. You are solely responsible for provisioning, configuration and maintenance of all equipment on your premises, including, without limitation, computer equipment and modems.

8. You shall not use Catch 23's name or any language, pictures or symbols which could, in Catch 23's judgment, imply Catch 23's identity in any (a) written or oral advertising or presentation, or (b) brochure, newsletter, book, or other written material of whatever nature, without prior mutual written consent.

9. Use Limitations

A. You agree to comply with the rules and regulations applicable to any network that is accessed through Catch 23. Any violation of such rules, regulation and policies and any network policies document issued by Catch 23, Catch 23 may terminate this Agreement. Any attempt to break security or to access an account which does not belong to Customer shall be considered a material breach of this Agreement, Catch 23 may terminate this Agreement.

B. Catch 23 reserves the right to terminate the Service to you in the event it is used in a manner which (a) constitutes violation of any law, regulation or tariff (including, without limitation, copyright and intellectual property laws); (b) is defamatory, fraudulent or deceptive; (d) is intended to threaten, harass or intimidate; (d) tends to damage the name or reputation of Catch 23, its parent, affiliates and subsidiaries; or (e) interferes with other customers' use and enjoyment of the Services provided by Catch 23.

C. Catch 23 exercises no control over the content of the information passing through the Service. You understand that the information that is available over interconnecting networks may not be valid or accurate. Use of such information will be at your own risk.

10. Cancellation and Termination

A. In the event of a ruling, regulation or order issued by a judicial, legislative or regulatory body causes Catch 23 to believe that this Agreement may be in conflict with such rules, regulations and orders, Catch 23 may terminate this Agreement without liability.

B. Catch 23 does not refund charges for unused service. In the event you terminate service, you agree that the following cancellation charges shall apply: (1) for month to month service, the monthly charge for the month in which Service is terminated; or (2) for service under the "Annual Pricing Plan", the annual charge for the year in which Service is terminated." B. You may terminate this Agreement upon notice to Catch 23. You agree that the monthly charge for the month in which service is terminated shall be forfeit as a cancellation charge.

C. If you fail to pay any charge when due, including, but not limited to, installation charges or taxes, or if you fail to perform or observe any other material term or condition of this Agreement, and such condition continues unremedied for thirty (30) days, you shall be in default and Catch 23 may terminate the Service to you.