Subscriber Agreement

Pacific DataVision currently owns and provides its customers access to a unique "voice-to-email ... and back" communication service (the "Service").  Subscriber wishes to utilize the Service provided by Pacific DataVision and Pacific DataVision wishes to provide the Service to Subscriber. This Subscription Agreement (the "Agreement") is an agreement between Subscriber and Pacific DataVision. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Acceptance of Terms of Service.

 Pacific DataVision shall provide the Service to Subscriber under the terms and conditions set forth herein.   Subscriber hereby accepts the terms and conditions upon which the Service is offered upon execution of this Agreement, either electronically or in writing.  Prior to the commencement of Service, Subscriber shall provide to Pacific DataVision a list of people who will utilize the Service ("User(s)") which shall be attached hereto as Exhibit 1 ("User List").   Subscriber shall modify the User List as necessary and on no less than a quarterly basis.  In order to modify the User List, Subscriber shall complete the appropriate form (as provided by Pacific DataVision) and send it to Pacific DataVision as provided in Section 16 below.  .Unless explicitly stated otherwise, any Service may be modified or discontinued by Pacific DataVision at any time, and any new features that augment or enhance the current Service shall be considered to be included in the Service and as such shall be subject to this Agreement.  .  

2. Subscription Period.

On-line Subscribers: you acknowledge that the subscription term is as you designated on the web site from which you subscribed.

Subscribers executing a written agreement: the term of this Agreement shall be for a period of ______ months (the "Subscription Term"), which will commence upon the date of execution of this Agreement and will automatically renew at the end of each Subscription Term for subsequent terms until terminated by either party in accordance with this Agreement.   Each subsequent term shall be considered a Subscription Term. 

3.  Obtaining Wireless and Other Services.

Subscriber acknowledges that the Service cannot be provided until Subscriber and all Users have entered into a service plan with a mobile phone service provider whose system is compatible with the Service and have access to the World Wide Web.  Subscriber acknowledges that the rates for these services are determined by the appropriate carrier (and shall be billed to Subscriber by such carrier) in accordance with Subscriber's separate agreement with such carrier.  In addition, Subscriber must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other Internet access device for itself and all Users.

4. Subscription Fees and Late Payments.

a.  During the Subscription Term, Subscriber shall pay Pacific DataVision the amounts set forth (i) for on-line subscribers, the amounts published on the web site offering the Service, or (ii) for subscribers entering a written Agreement, on Exhibit 2 which is attached hereto and incorporated herein,) for each User that is listed on the User List (the "Subscription Fees").  Subscriber acknowledges that the Subscription Fees are related to the number of Users that are utilizing the Service under Subscriber's account.  Monthly Subscription Fees are non-refundable.  In addition, Subscriber shall be responsible for all taxes imposed by the federal, state or any local laws relating to Subscriber's use of the Service.  On-line subscriptions are payable by credit card only. For business accounts with approved credit, Pacific DataVision shall bill Subscriber monthly for the Subscription Fees which are payable in full within thirty (30) days of receipt of such invoice ("Payment Due Date").  Subscriber shall pay a charge of $25.00 to Pacific DataVision for any check or other negotiable instrument tendered by Subscriber and returned unpaid by a financial institution for any reason.  If Pacific DataVision obtains the services of a collection agency or attorney to assist it in remedying Subscriber's breach of this Agreement, including but not limited to the non-payment of Subscription Fees, Subscriber shall be responsible for the payment of such expenses in addition to any Subscription Fees that may be outstanding.  In the event Subscriber fails to make payment of any amount due hereunder by the Payment Due Date, Pacific DataVision may declare Subscriber to be in default of this Agreement and may exercise any remedies it may have at law or in equity.

b.  A late payment charge of the greater of one and one-half percent (1 ½%) per month or the maximum interest rate permitted by law shall be applied to any unpaid balance of Subscriber's account if the Subscription Fees are not paid by the Payment Due Date. The late payment charges are calculated by multiplying the total unpaid amount carried forward to a subsequent invoice by the applicable interest rate.  The late payment charges hereunder are assessed to recover costs for Subscriber's failure to pay the Subscription Fees when due and shall not be deemed interest payments.This late payment charge shall be in addition to any other remedies Pacific DataVision has for non-payment under this Agreement or at law or in equity.  Pacific DataVision's acceptance of late or partial payments (even if marked "paid in full" or a similar notation) shall not waive Pacific DataVision's right to collect the full amount under this Agreement, plus any additional amounts charged under this paragraph.

5. Responsibility for Charges Unaffected by Temporary Interruptions in Service.

No credits shall be given by Pacific DataVision in the event that the Service is temporarily interrupted for any reason for periods of up to 48 consecutive hours.  This Agreement shall remain in full force and effect in the event of such interruption.

6. E-Mail and System Compatibility.

Subscriber shall be solely responsible for the purchase, installation and subsequent performance of any and all third-party software, equipment and any related services (including, without limitation, Internet email connectivity) that may be required for or used with the Service. In addition, Subscriber also represents, warrants and agrees that the email program/system and computer that will be used to operate the Software, or otherwise use the Service, satisfies or exceeds Pacific DataVision's minimum system and interoperability requirements (located at www.SkyMail.net), including, without limitation, e-mail server and client software, processing speeds and memory requirements.

7. High Risk Activities

The Service is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, in which the failure of the Service could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Pacific DataVision and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

8. Confidentiality of Messages/Data and End User Responsibility.

Subscriber acknowledges and agrees that any data, information, text or other communication, etc., that Subscriber or a User receives or transmits using its device, and/or the Service may be accessed or intercepted by another person or entity in transit or by reason of an unauthorized intrusion into any of the computer systems and software that are used as part of or associated with the device, and/or Service. Subscriber acknowledges and agrees that Pacific DataVision shall have no liability to Subscriber, any User or any other third party for any unauthorized interception, access, receipt, or use of any messages or other communications or other data sent using the Services or software (including any claims regarding intrusions of privacy or confidentiality with respect to any communications sent using the Service).

9. Termination.

a. Termination by Subscriber.

Subscriber may terminate this Agreement at any time by following the instructions on the Pacific DataVision support Website at www.SkyMail.net.  In the event that Subscriber terminates this Agreement prior to the end of the Subscription Term, it will not be entitled a refund of any Subscription Fees.  Upon any termination, all Subscription Fees shall be immediately due and payable.

b. Termination by Pacific DataVision and Events of Default.

Pacific DataVision may immediately terminate this Agreement without notice under the following circumstances each of which shall be considered an event of default under this Agreement:  (i) if Subscriber is in default in payment of the Subscription Fees or any part thereof or in the payment of any other sum secured thereby as and when due; (ii) if Subscriber uses the Service in a way that has a detrimental effect upon Pacific DataVision, its customers or the Service (as determined by Pacific DataVision, in its sole discretion); (iii) Subscriber's or any User's device (or any component thereof) interferes with Pacific DataVision's customer service or business operations; (iv) Subscriber or any User uses, or attempts to use its mobile device, the Service, or any component thereof in contravention of Pacific DataVision's proprietary rights, and/or Subscriber or any User attempts to reverse engineer the software (including any attempt to decompile or disassemble the software); (v) Subscriber or any User transmits harassing, abusive, libelous, illegal or deceptive messages or files (as determined by Pacific DataVision, in its sole discretion) or uses the Service in a fraudulent manner or for an illegal purpose; (vi) Subscriber or any User uses its device, or the Service commits or attempts to commit a crime or facilitate the commission of any crime or other illegal or tortuous act while using the Service; (vii) the filing by or against Subscriber of any petition under any state or federal bankruptcy law; (viii) Subscriber provides Credit Information that is false, inaccurate, dated or cannot be verified; (ix) Pacific DataVision discovers that Subscriber is underage or does not otherwise possess the capacity or the authorization to enter into this Agreement; or (x) Subscriber breaches any of the terms, representations, warranties, covenants or conditions of this Agreement ("Event(s) of Default").  PACIFIC DATAVISION SHALL NOT BE LIABLE TO SUBSCRIBER OR TO ANY OTHER PARTY FOR EXERCISING OR FAILING TO EXERCISE ITS RIGHTS UNDER THIS SECTION TO LIMIT, SUSPEND OR TERMINATE SERVICE OR THE AGREEMENT.

Upon the occurrence of any Event of Default, at the option of Pacific DataVision, all Subscription Fees shall be immediately due and payable without any notice or demand, all of which hereby are expressly waived.  Every right, power and remedy conferred herein is cumulative with every other right of Pacific DataVision, whether conferred herein or by law and all remedies may be exercised concurrently or independently.  The failure of Pacific DataVision to promptly exercise its rights shall not constitute a waiver of any nature regarding such right or remedy.  In addition, in the event Pacific DataVision is prevented from providing any portion or all of the Service by any law, regulation, or ruling, regardless of form, issued by any judicial or other governmental entity, or if a notice from a governmental entity, department or agency indicates that the Service cannot be provided (including the inability of any wireless communication network to deliver or provide Wireless Services), Pacific DataVision may immediately cease providing the Service without any liability whatsoever. Nothing herein shall be construed to require Pacific DataVision to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order. Subscriber agrees that any termination of its access to the Service under any provision of this Agreement may be effected without prior notice, and Subscriber further acknowledges and agrees that Pacific DataVision may immediately deactivate or delete its account and all related information and files in such account and/or bar any further access to such files or the Service without any liability to Subscriber, any User or to any other third party.   

 10.   Miscellaneous Representations and Warranties.

Subscriber agrees, represents and warrants to Pacific DataVision that:

a. it and any User will only use the Service for the sending and receiving of electronic messages in accordance with the terms hereof, and will not use the same in any manner that may degrade the performance or availability of the Services; 

b. it will be solely liable for any transmissions sent through the Services by Subscriber or any User, and that it will not use any device, the Services or Software to create or distribute any images, sounds, messages or other material that are obscene, harassing, racist, malicious, fraudulent or libelous, nor use the Service for any activity that may be considered or are unethical, immoral, or to "spam" or send other such unsolicited mass e-mails;

c. it or any User will not remove or alter any copyright notices and other proprietary legends from the software or other material provided in connection with the Service;

d.  it, or any User, will not copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer, nor allow any third party to copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the software utilized by Pacific DataVision to provide the Service.

e. If Subscriber is purchasing multiple subscriptions to the Service, in order to provide the Service to employees, associates, or family, for example, then the following provisions shall apply with regard to such additional users of the Service ("Additional Users"): (i) Subscriber shall insure that the Additional Users know and comply with the duties and limitations on use of the Service as defined in this Agreement and in the Terms of Service on the associated web site; (ii) Subscriber shall be responsible for any breach of the terms of this Agreement by the Additional Users, and any additional service costs incurred by such Users as a result of their use of the Services; (iii) Subscriber shall communicate to the Additional Users the possibility that their information, including contacts and communications sent using the SkyMail application, may be accessible to the account manager in their company or others with administrative privileges on  the account.

11.  Ownership.

Pacific DataVision retains all right, title and interest in and to any and all patents, copyrights, trade secrets, trademarks and all other intellectual property and other proprietary rights associated with the Service and/or the software.  Pacific DataVision shall be the sole and exclusive owner of all rights, title, and interests, including but not limited to patent, copyright, trademark, trade secret and other intellectual property and proprietary rights, in all developments, enhancements, modifications and other changes made to the Service and/or the software, including but not limited to all intermediate and/or partial versions thereof, and all related documentation, designs, specifications, materials, flow charts, compilations, schematics and other creations.    

12. Indemnification.

Subscriber shall indemnify, defend and hold harmless Pacific DataVision, its employees, officers, directors and agents, as well as Pacific DataVision's suppliers, successors, affiliates, agents and assigns (the "Indemnified Parties") from any claims, damages, losses, or expenses (including without limitation attorneys' fees and costs) incurred by any Indemnified Parties in connection with any and all claims, suits, judgments or causes of action made by any third party arising out of: (i) any infringement of patents or other intellectual or proprietary rights arising from combining with or using any device, system or service in connection with the Service or Subscriber's or any User's device (or any portion thereof); (ii) information or any other content transmitted or posted or made available by Subscriber or any other User using the software, the Service and/or its device; (iii) a breach by Subscriber of the representations and warranties made by it herein or of any of the terms and conditions contained in this Agreement; (iv) injury, death or property damage arising in connection with the presence, use or non-use of the Software, Service or device by Subscriber or any User; (v) Subscriber's or any User's use of the Service; (vi) any violation by Subscriber or any User of any applicable law or regulation; or (vii) Subscriber's violation of any rights of any third party . 

13. Privacy.

Pacific DataVision's privacy policy is located at http://www.SkyMail.net/Privacy.html.  Subscriber represents and warrants to Pacific DataVision that it agrees to be bound by the terms of such policy.

14. Limitation of Liability; No Warranties.

a. Pacific DataVision shall not be liable for (i) any deficiency in the Service, including without limitation, mistakes, omissions or interruptions, errors, failures to transmit or delays, (ii) any disruption, suspension or termination of the Service, (iii) the availability of wireless services, (iii) damage or injury allegedly caused by the Service, or (iv) any other damage due directly or indirectly to causes beyond Pacific DataVision's control.  Notwithstanding anything contained herein to the contrary and without limiting the foregoing, the sole remedy for loss or damage caused by partial or total nonperformance of the Service (or anything related thereto), or for delay or nonperformance of any device or the Service, or for any partial or total failure of the Service under this Agreement, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, shall be limited to the refund of that portion of Subscription Fees that are related to Subscriber's actual direct damages, if any, which shall not, notwithstanding anything contained herein to the contrary, exceed the amount of Subscription Fees paid by Subscriber under this Agreement for the Service.  PACIFIC DATAVISION SHALL HAVE NO LIABILITY WHATSOEVER TO SUBSCRIBER OR ANY USER OR ANY OTHER PARTY CLAIMING BY OR THROUGH SUBSCRIBER OR A USER FOR THE ACCURACY, TIMELINESS, COMPLETENESS OR CONTINUED AVAILABILITY OF THE SERVICE OR DEVICE OR FOR ANY DAMAGES ARISING OUT OF THE USE OF ANY DEVICE OR ANY COMPONENT THEREOF, INCLUDING USE FOR MISSION-CRITICAL OR EMERGENCY COMMUNICATIONS OR IMPROPER OR UNAUTHORIZED ACCESS TO OR INTERCEPTION OF ANY COMMUNICATION OR OTHER NON-PUBLIC INFORMATION.

b. IN NO EVENT SHALL PACIFIC DATAVISION BE LIABLE TO SUBSCRIBER OR ANY USER OR ANY OTHER PARTY CLAIMING THROUGH SUBSCRIBER OR A USER FOR (AND SUBSCRIBER AND ALL USERS HEREBY WAIVE ANY RIGHT IT MAY HAVE TO CLAIM) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, BUSINESS OR REVENUES, LOSS OF THE USE OF THE SERVICE AND/OR ANY OTHER PACIFIC DATAVISION PRODUCT, LOSS OF DATA, IMPROPER OR

UNAUTHORIZED ACCESS TO OR THE INTERCEPTION OF ANY COMMUNICATION OR OTHER NON-PUBLIC INFORMATION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES, SERVICES OR REPLACEMENT SERVICES, DOWNTIME COSTS OR THE CLAIMS OF SUBSCRIBER'S CUSTOMERS FOR SUCH DAMAGES DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION, WHETHER IN AGREEMENT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN. THE FOREGOING DISCLAIMER SHALL APPLY IN ALL CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, SUBSCRIBER'S OR ANY USER'S INABILITY TO USE THE PACIFIC DATAVISION PRODUCT, SOFTWARE OR SERVICE, OR ANY PART THEREOF, EITHER SEPARATELY OR IN COMBINATION WITH ANY OTHER COMMUNICATION PRODUCT(S)  (THROUGH PACIFIC DATAVISION OR BY THE WIRELESS SERVICES PROVIDER) AND/OR TO UNAUTHORIZED ACCESS TO SUBSCRIBER'S OR ANY USER'S DATA TRANSMITTED VIA COMMUNICATION LINKS PROVIDED BY THE WIRELESS SERVICES PROVIDER AS PART OF THE SERVICE.

c. THE SERVICE (INCLUDING WIRELESS SERVICES) IS PROVIDED "AS IS" AND "AS AND WHEN AVAILABLE," WITHOUT WARRANTY OF ANY KIND. PACIFIC DATAVISION MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, OF ANY KIND THAT SUBSCRIBER OR ANY USER WILL HAVE OR ENJOY UNINTERRUPTED USE OR OPERATION OF THE SERVICE, OR THAT ANY DATA SENT BY OR TO SUBSCRIBER OR ANY USER WILL BE TRANSMITTED IN UNCORRUPTED FORM OR WITHIN A REASONABLE OR DEFINED PERIOD OF TIME.PACIFIC DATAVISION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF TITLE OR NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND/OR THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE CONDUCT.  PACIFIC DATAVISION SHALL HAVE NO LIABILITY FOR PATENT OR COPYRIGHT INFRINGEMENT OR MISAPPROPRIATION OF TRADE SECRETS WITH RESPECT TO ANY SERVICE PROVIDED BY ANY THIRD PARTY THROUGH PACIFIC DATAVISION.  IN ADDITION, PACIFIC DATAVISION DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF THE SERVICE OR ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICE.  SUBSCRIBER ACKNOWLEDGES THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICE ARE AT ITS SOLE RISK AND DISCRETION AND THAT PACIFIC DATAVISION WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY HARM OR DAMAGE TO SUBSCRIBER OR ANY USER OR ANY OTHER THIRD PARTY OR TO SUBSCRIBER'S OR ANY USER'S OR OTHER THIRD PARTY'S PROPERTY (INCLUDING ANY PERSONAL COMPUTER EQUIPMENT).  PACIFIC DATAVISION DOES NOT AUTHORIZE ANYONE TO MAKE ANY REPRESENTATIONS OR WARRANTIES ON ITS BEHALF AND ANY STATEMENTS MADE IN MANUALS OR OTHER DOCUMENTS OR BY PACIFIC DATAVISION EMPLOYEES, AGENTS OR REPRESENTATIVES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND NOT AS WARRANTIES OF ANY KIND.  THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

15. Assignment and Delegation.

Pacific DataVision may assign this Agreement without notice or approval and. may have some or all obligations performed by its contractors or subcontractors, Subscriber may not and shall not assign this Agreement or any of its rights hereunder.

16. Notices/On-Line Posting of General Changes.

Except as otherwise provided in this Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered in person, via overnight courier or certified mail (postage prepaid, return receipt requested) and addressed to the addresses set forth on the front of this Agreement.

Notwithstanding the foregoing, or anything contained herein to the contrary, Pacific DataVision may amend, revise, change, alter, replace, substitute the system requirements and interoperability standards, acceptable use provisions, or any other general policies applicable to all end users, at any time and in any manner, including by posting a notice of any such changes or modifications, etc. on the Pacific DataVision website or by e-mail.

17. Force Majeure.

Notwithstanding any other provision of this Agreement, neither party shall be deemed in default of this Agreement, for non- performance of the service when due to causes beyond its reasonable control (e.g., flood, earthquake, or other Acts of God, communications, power failure, equipment or software malfunctions) even if such party has been advised of the possibility of such damages. This provision shall not be construed as excusing nonperformance of any obligation by either party to make payment to the other party under this Agreement.

18. General Practices Regarding Use and Storage

Subscriber acknowledges that Pacific DataVision may establish general practices and limits concerning use of the Service at any time and in any manner.  Subscriber acknowledges and agrees that Pacific DataVision does not have any responsibility or liability for the deletion or failure to store any messages and/or other communications or other Content maintained or transmitted by the Service.  Subscriber acknowledges that Pacific DataVision reserves the right to log off accounts that are inactive for an extended period of time.  Subscriber further acknowledges that Pacific DataVision reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

19. Confidentiality

Pacific DataVision  will not monitor, edit, or disclose the contents of a Subscriber's private communications, except that Pacific DataVision may do so (and Subscriber consents to such disclosure): (a) if required by law; (b) to comply with legal process; (c) to enforce the Agreement and any applicable Guidelines, Rules, or Service-specific Terms of Service; (d) to respond to claims that any Content violates the rights of third-parties; or (e) to protect the rights, property, or personal safety of Pacific DataVision, its employees, Subscribers and the public.  Subscriber acknowledges that the technical processing and transmission of the Service, including content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Some wireless devices communicate using protocols which may subject to unauthorized interception by others and which are beyond Pacific DataVision's control and for which Pacific DataVision shall not be responsible. PACIFIC DATAVISION SHALL NOT BE LIABLE TO SUBSCRIBER, ANY USER OR OTHER THIRD PARTY FOR EAVESDROPPING ON OR INTERCEPTION OF COMMUNICATIONS MADE WHILE USING THE SERVICE.

20. Miscellaneous Provisions.

a. No Third Party Beneficiaries. Except as otherwise specifically stated in this Agreement, the provisions herein are for the benefit of the Parties and not for any other person or entity.

b. Waivers of Default. Waiver by either Party of any default by the other Party shall not be deemed a continuing waiver of such default or a waiver of any other default.  No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement shall be construed to be a waiver of any such breach or default.

c. Survival. The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof by either or both parties shall so survive the completion of performance, cancellation or termination of this Agreement.

d. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New Jersey applicable to agreements executed and wholly performed within that State without giving effect to any body of law governing conflicts of laws. This Agreement shall not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly excluded.

e. Venue/Forum Selection/Service of Process. The parties hereto: (i) agree that any disputes shall be heard in and by any state or federal court located within the County of Essex, State of New Jersey, U.S.A.; (ii) hereby waive any objection to jurisdiction of said courts with respect to any action instituted against them as provided herein; and (iii) agree not to assert any defense based on lack of jurisdiction. Each party hereto also waives personal service of any and all process upon it and consents that all such service of process shall be made by Certified U.S. Mail directed to the address set forth above in the notice section.

f. Right To Alter Systems, Equipment. Pacific DataVision reserves the right, from time to time, to make changes in the configuration of Pacific DataVision's proprietary facilities, type and location of equipment, programming languages, end user identification procedures, accessibility periods, allocation and quantity of resources utilized, rules of operation, its administrative and operational algorithms, and the designation of the control center serving Subscriber or any User at any particular address.

g. Authority.  The undersigned hereby acknowledges that he or she is an authorized officer of Subscriber and has the authority to execute this Agreement on behalf of Subscriber and that no other approvals are needed for such authorization or for execution of this Agreement.

h. Headings.  The headings of the Sections of this Agreement are for convenience only and shall not be used to interpret this Agreement.  The language in all parts of this Agreement shall in all cases be construed in accordance to its fair meaning as if prepared by all parties and not strictly for or against either of the parties.

i. Binding Effect.  This Agreement shall bind and inure to the benefit of the Parties and their respective heirs, legal representatives, successors and permitted assigns.

j. Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and which together shall be deemed the same Agreement.

k. Unenforceability.  If any provision of this Agreement is illegal or unenforceable, its invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision.  If any provision of this Agreement does not comply with any law, ordinance or regulation, such provision, to the extent possible, shall be interpreted in such a manner to comply with such law, ordinance or regulation, or if such interpretation is not possible, it shall be deemed to satisfy the minimum requirements thereof.

l. Entire Agreement.  This Agreement and the Exhibits hereto constitute the complete agreement between the parties.  This Agreement may only be modified by a written document expressly stating that it is an amendment to this Agreement that is executed by an authorized officer of both parties.

j. Changes to Agreement.  Subject to applicable law, Pacific DataVision may, at any time and in its sole discretion, modify any of the terms and conditions of this Agreement, including but not limited to the rates it charges for Service.  Pacific DataVision will provide notice to Subscriber of any material changes as provided herein.