AGREEMENT BETWEEN USER AND DataTalk
Telecom

The DataTalk Telecom Web Site is comprised of
various Web pages operated by DataTalk Telecom.

The DataTalk Telecom Web Site is offered to you
conditioned on your acceptance without modification of the terms, conditions,
and notices contained herein. Your use of the DataTalk Telecom Web Site
constitutes your agreement to all such terms, conditions, and notices.

MODIFICATION OF THESE TERMS
OF USE

DataTalk Telecom reserves the right to change
the terms, conditions, and notices under which the DataTalk Telecom Web Site is
offered, including but not limited to the charges associated with the use of
the DataTalk Telecom Web Site.

LINKS TO THIRD PARTY SITES

The DataTalk Telecom Web Site may contain links
to other Web Sites ("Linked Sites"). The Linked Sites are not under
the control of DataTalk Telecom and DataTalk Telecom is not responsible for the
contents of any Linked Site, including without limitation any link contained in
a Linked Site, or any changes or updates to a Linked Site. DataTalk Telecom is
not responsible for webcasting or any other form of transmission received from
any Linked Site. DataTalk Telecom is providing these links to you only as a
convenience, and the inclusion of any link does not imply endorsement by DataTalk
Telecom of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED
USE

As a condition of your use of the DataTalk
Telecom Web Site, you warrant to DataTalk Telecom that you will not use the DataTalk
Telecom Web Site for any purpose that is unlawful or prohibited by these terms,
conditions, and notices. You may not use the DataTalk Telecom Web Site in any
manner which could damage, disable, overburden, or impair the DataTalk Telecom
Web Site or interfere with any other party's use and enjoyment of the DataTalk
Telecom Web Site. You may not obtain or attempt to obtain any materials or
information through any means not intentionally made available or provided for
through the DataTalk Telecom Web Sites.

USE OF COMMUNICATION
SERVICES

The DataTalk Telecom Web Site may contain
bulletin board services, chat areas, news groups, forums, communities, personal
web pages, calendars, and/or other message or communication facilities designed
to enable you to communicate with the public at large or with a group
(collectively, "Communication Services"), you agree to use the
Communication Services only to post, send and receive messages and material
that are proper and related to the particular Communication Service. By way of
example, and not as a limitation, you agree that when using a Communication
Service, you will not:

Defame, abuse, harass, stalk, threaten or
otherwise violate the legal rights (such as rights of privacy and publicity) of
others.

Publish, post, upload, distribute or disseminate
any inappropriate, profane, defamatory, infringing, obscene, indecent or
unlawful topic, name, material or information.

Upload files that contain software or other
material protected by intellectual property laws (or by rights of privacy of
publicity) unless you own or control the rights thereto or have received all
necessary consents.

Upload files that contain viruses, corrupted
files, or any other similar software or programs that may damage the operation
of another's computer.

Advertise or offer to sell or buy any goods or
services for any business purpose, unless such Communication Service
specifically allows such messages.

Conduct or forward surveys, contests, pyramid
schemes or chain letters.

Download any file posted by another user of a
Communication Service that you know, or reasonably should know, cannot be
legally distributed in such manner.

Falsify or delete any author attributions, legal
or other proper notices or proprietary designations or labels of the origin or
source of software or other material contained in a file that is uploaded.

Restrict or inhibit any other user from using
and enjoying the Communication Services.

Violate any code of conduct or other guidelines
which may be applicable for any particular Communication Service.

Harvest or otherwise collect information about
others, including e-mail addresses, without their consent.

Violate any applicable laws
or regulations.

DataTalk Telecom has no obligation to monitor the Communication Services.
However, DataTalk Telecom reserves the right to review materials posted to a
Communication Service and to remove any materials in its sole discretion. DataTalk
Telecom reserves the right to terminate your access to any or all of the
Communication Services at any time without notice for any reason whatsoever.

DataTalk Telecom reserves the right at all times
to disclose any information as necessary to satisfy any applicable law,
regulation, legal process or governmental request, or to edit, refuse to post
or to remove any information or materials, in whole or in part, in DataTalk
Telecom's sole discretion.

Always use caution when giving out any
personally identifying information about yourself or your children in any
Communication Service. DataTalk Telecom does not control or endorse the
content, messages or information found in any Communication Service and,
therefore, DataTalk Telecom specifically disclaims any liability with regard to
the Communication Services and any actions resulting from your participation in
any Communication Service. Managers and hosts are not authorized DataTalk
Telecom spokespersons, and their views do not necessarily reflect those of DataTalk
Telecom.

Materials uploaded to a Communication Service
may be subject to posted limitations on usage, reproduction and/or
dissemination. You are responsible for adhering to such limitations if you
download the materials.

MATERIALS PROVIDED TO DataTalk
Telecom OR POSTED AT ANY DataTalk Telecom WEB SITE

DataTalk Telecom does not claim ownership of the
materials you provide to DataTalk Telecom (including feedback and suggestions)
or post, upload, input or submit to any DataTalk Telecom Web Site or its
associated services (collectively "Submissions"). However, by
posting, uploading, inputting, providing or submitting your Submission you are
granting DataTalk Telecom, its affiliated companies and necessary sublicensees
permission to use your Submission in connection with the operation of their
Internet businesses including, without limitation, the rights to: copy,
distribute, transmit, publicly display, publicly perform, reproduce, edit, translate
and reformat your Submission; and to publish your name in connection with your
Submission.

No compensation will be paid with respect to the
use of your Submission, as provided herein. DataTalk Telecom is under no
obligation to post or use any Submission you may provide and may remove any
Submission at any time in DataTalk Telecom's sole discretion.

By posting, uploading, inputting, providing or
submitting your Submission you warrant and represent that you own or otherwise
control all of the rights to your Submission as described in this section
including, without limitation, all the rights necessary for you to provide,
post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE,
PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE DataTalk Telecom
WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE
PERIODICALLY ADDED TO THE INFORMATION HEREIN. DataTalk Telecom AND/OR ITS
SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE DataTalk Telecom WEB SITE
AT ANY TIME. ADVICE RECEIVED VIA THE DataTalk Telecom WEB SITE SHOULD NOT BE
RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD
CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR
SITUATION.

DataTalk Telecom AND/OR ITS
SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY,
AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS,
SERVICES AND RELATED GRAPHICS CONTAINED ON THE DataTalk Telecom WEB SITE FOR
ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH
INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED
"AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. DataTalk Telecom
AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD
TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS,
INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DataTalk Telecom AND/OR ITS
SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL,
CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THE USE OR PERFORMANCE OF THE DataTalk Telecom WEB SITE, WITH
THE DELAY OR INABILITY TO USE THE DataTalk Telecom WEB SITE OR RELATED
SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY
INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH
THE DataTalk Telecom WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE DataTalk
Telecom WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY
OR OTHERWISE, EVEN IF DataTalk Telecom OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED
OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH
ANY PORTION OF THE DataTalk Telecom WEB SITE, OR WITH ANY OF THESE TERMS OF
USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE DataTalk
Telecom WEB SITE.

TRADEMARKS

The names of actual
companies and products mentioned herein may be the trademarks of their
respective owners.

The example companies,
organizations, products, people and events depicted herein are fictitious. No
association with any real company, organization, product, person, or event is
intended or should be inferred.

Any rights not expressly
granted herein are reserved.

NOTICES AND PROCEDURE FOR
MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17,
United States Code, Section 512(c)(2), notifications of claimed copyright
infringement under United States copyright law should be sent to Service
Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING
PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims
of Copyright Infringement