"Hi, this is Lexy!"

Lexy, Inc. ("Lexy") provides voice messaging, content sharing, audio listening and other associated services to networked devices, including phones and computers ("Services"). These Terms of Service ("Agreement") set forth the terms and conditions of your use of the Services and the Lexy website located at http://www.lexy.com (the "Site" and, together with the Services, the "Lexy Network"). This Agreement incorporates by reference Lexy's privacy policy and any terms and conditions published by Lexy that are applicable to the use of Lexy Network utilized by you. You may not use the Lexy Network except as expressly provided in this Agreement.

1. Modification of Agreement. Lexy may modify this Agreement from time to time. Lexy will post the modified version of this Agreement on the Site. If you have a Lexy account, Lexy will also notify you of any modified version of the Agreement through your account. Modified versions of this Agreement shall be effective upon posting by Lexy. You agree that any modifications to this Agreement will be binding on you if you use the Lexy Network after any such modified version is posted.

2. Your Account. To use all of the features of the Lexy Network, you must create an account with Lexy. When you create an account, Lexy collects certain personal information about you. You agree to provide accurate, current, and complete information as prompted by any registration form and maintain and update such information as necessary to keep such information accurate, current and complete at all times. You agree that Lexy may use any information Lexy obtains about you in accordance with Lexy's privacy policy. You may not share your account with any third party.

3. Copyright Infringement. Lexy respects the intellectual property rights of others. Accordingly, Lexy has a policy of disabling access to any user-generated content that violates copyright law, suspending access to the Lexy Network to any user who uses the Lexy Network in violation of copyright law, and/or terminating in appropriate circumstances the account of any user who uses the Lexy Network in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, Lexy has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright is being infringed by a user of the Lexy Network, please provide written notice to Lexy’s designated agent for notice of claims of copyright infringement at:
Fred Campbell
Lexy, Inc.
589 Howard St., 5th Floor
San Francisco, CA 94105
Tel: (415) 974-5399
Fax: (415) 974-5313
Email: abuse@lexy.com

Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow Lexy to locate that material; (d) contain adequate information by which Lexy can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner’s agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Please do not send notices or inquiries unrelated to alleged copyright infringement to Lexy's designated agent.

4. Use of Lexy Network Outside the U.S. If you are located outside the United States, some features of the Lexy Network may not be available to you. You are responsible for complying with any local laws in any jurisdiction which might impact your right to use the Lexy Network, and you represent that you have complied with any regulations or registration procedures required by applicable law to make any licenses contained herein enforceable.

5. Requirements for and Limits on your Use of the Lexy Network.
(a) You represent and warrant that you are of legal age to form a binding contract.
(b) Unless otherwise authorized in writing by an officer of Lexy, you may use the Lexy Network only for your personal use.
(c) To take full advantage of the Lexy Network, you may need a computer with Internet access and a mobile phone and wireless services with necessary wireless data features. You are solely responsible for all equipment and services (and related costs and expenses) necessary to use the Lexy Network.
(d) You acknowledge and agree that by using the Lexy Network you may incur charges from your wireless carrier, depending upon your wireless plan, as use of the Lexy Network involves use of mobile voice and data features which include SMS, email and instant messaging notifications sent to you and by you through the Lexy Network.
(e) Unless otherwise authorized in writing by an officer of Lexy, you agree to use the Lexy Network (including the upload and/or sharing of content) only for your personal communication purposes, and not for any commercial purpose, including but not limited to dissemination of any messages that contain advertising or any messages for political or promotional campaigns.
(f) You agree not to use the Lexy Network: (i) to violate the rights or privacy of any other person or legal entity; (ii) in any manner which may degrade the performance or availability of the Lexy Network provided to subscribers generally; (iii) to store, send, create or distribute any images, sounds, messages or other materials which violate any local, state, national, or international law, or are obscene, harassing, racist, malicious, tortious, fraudulent, libelous, or violate or infringe the rights (including but not limited to rights privacy or copyrights) of third parties; (iv) for any activity that may be considered unethical or immoral; (v) to send "spam" or other such unsolicited messages, including mass e-mails, voicemails, or SMS messages; (vi) to transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (vii) to stalk, harass, or harm another individual; or (viii) to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity.
(g) You agree not to: (i) resell or enable or allow the reselling of Lexy accounts; (ii) create or use Lexy accounts for use by third parties unless otherwise authorized in writing by an officer of Lexy; or (iii) provide access to the Lexy Network or Lexy accounts through any unauthorized mechanism, including but not limited to framing the Site within another website or creating Lexy accounts associated with other accounts not managed by Lexy.
(h) You acknowledge that the Lexy Network may include certain communications from Lexy, such as service announcements and administrative messages, and that these communications are considered part of your membership and may will not be permitted to opt out of receiving them. Further, you acknowledge that the Lexy Network may involve textual, graphic, and/or audio advertisements and that these advertisements are necessary for Lexy to provide the Lexy Network. You may incur charges from your wireless carrier for such communications or advertisements, and such charges are your sole responsibility.
(i) You hereby authorize Lexy to import phone book data designated by you into your account and, to the extent that you import or authorize the importation of any such data from a third party, you represent and warrant that you have the right to provide such data to Lexy without violating any third party rights or agreements and that importation of such data is at your express authorization. Furthermore, you understand and agree to allow Lexy to share your reply contact information with those with whom you personally communicate, that this phone book information will become part of these individuals’ phone book contact data, and that Lexy may use all such data in conformance with Lexy's privacy policy.
(j) You hereby authorize Lexy to (i) store the user/account name and password for any third party social networking site designated by you in your account and (ii) distribute any User Submissions designated by you to such third party social networking sites using such user/account name and password. You represent and warrant that you have the right to provide such data to Lexy without violating any third party rights or agreements. Furthermore, you understand and agree that Lexy may use all such data in conformance with Lexy's privacy policy.
(k) You acknowledge and agree that: (i) Lexy may limit the storage capacity for your account and the size of messages; (ii) any data, information, text or other communication, etc., which you receive or transmit using the Lexy Network may be accessed or intercepted, albeit without authorization from you or Lexy, and that Lexy is not liable for such unauthorized access.
(l) You will be solely liable for any transmissions sent from your account using the Lexy Network and you agree that you are, and shall be, fully responsible for, and shall take all reasonable steps necessary in order to, establish and implement any and all measures needed to limit the control and/or access to your handheld device, your account with the Lexy Network, any related data or communications transmitted or received by you, as well as any related computer systems with which you use to connect to the Lexy Network (including, without limitation, the selection of passwords and the like).
(m) Lexy reserves the right in its sole discretion to (i) delete, move, or edit messages that it deems to violate this Agreement, or (ii) take any other action that it deems necessary relating to use or misuse of the Lexy Network including the right to suspend or terminate your account and use of the Lexy Network.
(n) Lexy is under no obligation to provide you with maintenance, technical support or updates for the Lexy Network. Lexy is not obligated to make the Lexy Network commercially available.

6. User Submissions. Lexy does not claim ownership of any information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials you submit for display or distribution through the Lexy Network (collectively, "User Submissions"). As between Lexy and you, you own all rights to your User Submissions. However, you grant to Lexy and Lexy’s affiliates, representatives, and assigns an irrevocable, perpetual, non-exclusive, fully-paid, world-wide, license (sublicensable through multiple tiers) to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submissions (in whole or in part) in any format or medium now known or later developed both on and outside of the Lexy Network. Lexy reserves the right to display or insert advertisements in connection with User Submissions and to use User Submissions for advertising and promotional purposes. Lexy does not pre-screen User Submissions and you agree that you are solely responsible for all of your User Submissions. Lexy is not required to host, display, or distribute any User Submissions, and may remove at any time or refuse any User Submissions. Lexy is not responsible for any loss, theft or damage of any kind to any User Submissions. You represent and warrant that: (a) you own all rights in your User Submissions (including, without limitation, all rights to the audio, video, digital recording and any performance contained in your User Submissions) or, alternatively, you have acquired all necessary rights in your User Submissions to enable you to grant to Lexy the rights in your User Submissions described herein; (b) you have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your User Submissions; (c) you are the individual pictured and/or heard in your User Submissions, or, alternatively, you have obtained permission from each person (including consent from parents or guardians for any individual under the age of eighteen (18)) who appears and/or is heard in your User Submissions to grant the rights to Lexy described herein; (d) you will make such permissions available to Lexy upon request; and (e) your User Submissions do not infringe the intellectual property rights, privacy, or any other legal or moral rights of any third party.

7. Fees. Lexy reserves the right at any time to charge fees for access to new or existing features of the Lexy Network. In no event will you be charged for access to the Lexy Network unless Lexy obtains your prior agreement to pay such fees. If you do not consent to the payment of such fees, however, you may not have access to paid features of the Lexy Network.

8. Feedback. You agree that any input or feedback you provide to Lexy, including but not limited to usability, bug reports and test results, with respect to the Lexy Network shall be the property and confidential information of Lexy and may be used by Lexy for any purpose and you hereby assign all right, title and interest therein, including all intellectual property rights therein, to Lexy. Lexy provides no assurance that any specific errors or discrepancies in the Lexy Network will be corrected.

9. Ownership.
(a) Except for the license grants herein, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other rights with respect to the Lexy Network. All right, title, and interest, including all intellectual property rights, in and to the Lexy Network are owned by Lexy or its suppliers. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Lexy's or its suppliers' ownership of or rights with respect to the Lexy Network. Title and related rights in the content accessed through the Lexy Network are the property of the applicable content owner and are protected by applicable law. The licenses granted under this Agreement give you no rights in or to such content other than as expressly set forth in this Agreement.
(b) All content that is made available to view, download and/or be shared in connection with the Lexy Network is the copyrighted work of and is owned by Lexy and/or its licensors, as applicable, and is protected by copyright laws and international treaty provisions. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any such content without the express written permission of Lexy and the copyright owner, other than in your authorized use of the Lexy Network as described in this Agreement.

10. Linked Sites. The Lexy Network may contain links to third party web sites ("Linked Sites"). These Linked Sites are not under the control of Lexy and Lexy is not responsible for the availability, contents, or performance of any Linked Sites. Lexy is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Lexy of the Linked Site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites. You should direct any concerns regarding these third-party sites to those sites' administrators.

11. Trademarks. "Lexy" and the Lexy logo are trademarks of Lexy and are protected by law. The names of companies and products mentioned on the Lexy Network may be trademarks of their respective owners. You may not copy, display or use any of these marks without prior written permission of the mark owner.

12. Termination.
(a) Lexy may terminate or suspend your account and access to the Lexy Network, without notice, if you violate this Agreement, or you engage in any conduct that Lexy, its sole and absolute discretion, believes is in violation of any applicable law or regulation or is otherwise harmful to the interests of Lexy, a Lexy user, or any third party.
(b) Lexy reserves the right to terminate this Agreement, or the Lexy Network, at any time without notice to you.
(c) Upon termination, the licenses granted to you herein shall cease and your account and any associated data may be deleted.
(d) The terms of Sections 3-16, as well as any other limitations on liability explicitly set forth herein, shall remain in full force and effect notwithstanding any termination of your use of the Lexy Network or this Agreement.

13. DISCLAIMER OF WARRANTIES. YOU UNDERSTAND AND EXPRESSLY AGREE THAT USE OF THE LEXY NETWORK IS AT YOUR SOLE RISK. LEXY AND ITS SUPPLIERS PROVIDE THE LEXY NETWORK ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITH ALL FAULTS. LEXY HEREBY DISCLAIMS WITH RESPECT TO THE LEXY NETWORK ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT ACCESS TO DATA AND MESSAGES STORED BY YOU OR OTHERS THROUGH OR ON THE LEXY NETWORK IS NOT GUARANTEED AND LEXY SHALL NOT BE RESPONSIBLE FOR ANY UNAVAILABILITY OR LOSS OF DATA OR MESSAGES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LEXY OR THROUGH THE LEXY NETWORK SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

14. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEXY, OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE LEXY NETWORK OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF SUCH PARTIES, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 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. YOU ACKNOWLEDGE AND AGREE THAT LEXY MAY IN ITS SOLE DISCRETION, AND WITHOUT ANY LIABILITY TO YOU, DELETE OR REMOVE SOME OR ALL DATA AND MESSAGES STORED THROUGH THE LEXY NETWORK AND THAT YOU MAY NOT BE ABLE TO PORT SUCH DATA TO ANOTHER VERSION OF THE LEXY NETWORK.

15. Indemnification. You agree to indemnify, defend and hold Lexy and its officers, employees, directors, shareholders, parents, subsidiaries, affiliates, agents, licensors and suppliers harmless from and against all claims, liabilities, losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from (i) any violation or breach of this Agreement by you, (ii) any activity related to access to or use of your account (including negligent or wrongful conduct) by you or any other person accessing or using the Lexy Network or (iii) Lexy's authorized use of data provided by you or data obtained by Lexy as authorized by you under this Agreement.

16. General. This Agreement and the legal relations between the you and Lexy arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California exclusively, as such laws apply to contracts between California residents performed entirely within California. You agree that conflicts of laws principles of such laws and the United Nations Convention on Contracts for the International Sale of Goods (1980) and its successors are hereby excluded in their entirety from application to this Agreement. The parties hereby consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in San Francisco County, California, for all claims arising out of or relating to this Agreement. Neither this Agreement nor any rights or obligations of you hereunder may be assigned by you in whole or in part without the prior written approval of Lexy. Any assignment in derogation of the foregoing shall be null and void. If any part of this Agreement is for any reason found to be invalid, illegal or unenforceable, all other parts nevertheless remain valid, legal and enforceable as long as a party's rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a valid, legal and enforceable provision that will be as similar as possible in economic and business objectives as were intended by the unenforceable provision. This Agreement sets forth the entire understanding and complete and exclusive statement of the agreement between Lexy and you which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. The failure of Lexy to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.