YOUR USE OF THE TELE-EFFICIENC WEBSITE, CONFERENCEWARE SERVICE AND ASSOCIATED SOFTWARE (THE "SERVICES") IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS. BY UTILIZING THE CONFERENCEWARE SERVICE YOU AGREE TO BE BOUND BY THE OFLLOWING TERMS AND CONDITIONS.

This is a legal agreement ("Agreement") between You and Tele-efficiency Inc. ("Tele-efficiency"), for use of the Tele-efficiency services which You selected or initiated, which may include the Conferenceware service, and/or other audio, video and web communications services provided by Tele-efficiency ("Services"). "You" refers to the individual who registered and/or provided Tele-efficiency his or her credit card or other payment mechanism for the Services or, if an individual is purchasing the Services on behalf of an entity authorized to purchase the Services on behalf of such entity, then "You" refers to such entity. If You do not agree with the terms of this Agreement, do not use or join any meeting supported by, the Services. Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

1. SERVICES
Tele-efficiency will provide the Services in accordance with this Agreement. Tele-efficiency may at its sole discretion modify the features of the Services from time to time without prior notice. You may install and use a copy of the Software on one personal computer or other device; and install an additional copy of the Software on a second, portable device for the exclusive use of the primary user of the first copy of the Software. As an alternative, you may install a copy of the Software on a network storage device, such as a server computer, and allow one access device, such as a personal computer, to access and use that licensed copy of the Software over a private network. You must obtain a license to the Software for each additional device that accesses and uses the Software installed on the network storage device. You may use remote access technologies to access and use your licensed copy of the Software, provided that only the primary user of the device hosting the remote desktop session accesses and uses the Software with a remote access device. These remote desktop rights do not permit you to use the Software on both the device hosting the remote desktop session and the access device at the same time. You may permit any device to access and use your licensed copy of the Software for the sole purpose of providing you with technical support and maintenance services. To may upgrade the Software but you may no longer use the original software, except as part of the upgraded software.You may transfer your copy of the Software to a different device provided that you are the primary user of the device. After the transfer, you must completely remove the Software from the former device. You may make a permanent transfer of this Agreement and Software to another end user, provided that you do not retain any copies of the Software. Prior to the transfer, the end user receiving the Software must agree to all the Agreement terms.

2. RESPONSIBILITY FOR CONTENT OF YOUR COMMUNICATIONS
You agree that You are solely responsible for the content of all visual, written or audible communications sent by You or in Tele-efficiency meetings hosted by You. You agree that You will not use the Services to send unsolicited commercial e-mail outside Your company or organization in violation of applicable law. You further agree not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although Tele-efficiency is not responsible for any such communications, Tele-efficiency may delete any such communications of which Tele-efficiency becomes aware, at any time without notice to You.

3. CHARGES
You agree that Tele-efficiency may charge to Your credit card or other payment mechanism selected by You and approved by Tele-efficiency ("Your Account") all amounts due and owing for the Services, including Service fees, set up fees, subscription fees, overage fees, conferencing fees, or any other fee or charge associated with Your use of the Services. Tele-efficiency may change prices at any time without prior notice. You agree that in the event Tele-efficiency is unable to collect the fees owed to Tele-efficiency for the Services through Your Account, Tele-efficiency may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by Tele-efficiency in connection with such collection activity, including collection fees, court costs and attorneys' fees. You further agree that Tele-efficiency may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due.

4. NO COMMERCIAL USE
Other than using the Services for conferences or meetings in which You are an active participant, and as permitted under the terms and conditions of this Agreement or other written agreements between You and Tele-efficiency, the Services may be used for internal business purposes only. You may not resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a Web-site or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services. You shall not use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the websites, Services, or any network or networks connected to the Services or security systems.

5. PROPRIETARY RIGHTS
Tele-efficiency and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks and service marks associated or displayed with the Services. You will not remove, deface or obscure any of Tele-efficiency's or its suppliers' copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Services. You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Services.

6. TERMINATION
You may terminate this Agreement by providing written notice to Tele-efficiency via e-mail to support@Tele-efficiency.com. Such termination will be effective on the last day of the term, subject to (30) days prior written notice. If You fail to comply with any provision of this Agreement, Tele-efficiency may terminate this Agreement immediately without notice. Sections 2 through 10, inclusive, shall survive any termination of this Agreement. Upon any termination of this Agreement, You must cease any further use of the Services and destroy any copies of associated software within Your possession and control.

7. INJUNCTIVE RELIEF
You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to Tele-efficiency, its affiliates, suppliers and any other party authorized by Tele-efficiency to resell, distribute, or promote the Services ("Partners"), and under such circumstances Tele-efficiency, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

8. NO WARRANTIES
YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND TELE-EFFICIENCY, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TELE-EFFICIENCY, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. You agree to indemnify, defend and hold harmless Tele-efficiency, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from Your use of the Services, Your violation of this Agreement or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity. Without limiting the foregoing, the Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, Tele-efficiency, its affiliates, suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.

9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TELE-EFFICIENCY OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF TELE-EFFICIENCY, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, TELE-EFFICIENCY'S, ITS AFFILIATES', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FIFTY CANADIAN DOLLARS (50.$). Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.

10. MISCELLANEOUS

10.1 Choice of Law and Forum
.This Agreement shall be governed by and construed under the laws of the Province of Quebec, Canada, as applied to agreements entered into and to be performed in Quebec by Quebec residents. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving Montreal, Province of Quebec, Canada.

10.2 Waiver and Severability
Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.

10.3 General Provisions
This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. Tele-efficiency may change the terms of this Agreement at any time by posting modified terms on its website. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. All notices or other correspondence to Tele-efficiency under this Agreement must be sent to the address provided in Section 7 above, or other address as provided by Tele-efficiency for such purpose. Any and all rights and remedies of Tele-efficiency upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on Tele-efficiency, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement.