RingFree Mobility Inc.

End User Terms of Service and License Agreement

1. Introduction and Acceptance.

The RF Dial service is owned and operated by RingFree Mobility Inc. (the “Company“).   The service is comprised of various web pages (RF.com) and related client software applications (“Software”) that enable You the individual end user (“You” or “End User“) to make Internet calls using Your cell phone (“Service“).

2. License Grant. Subject to the restrictions set forth below, this Agreement grants You a non-exclusive, limited, non-transferable license to download and install one copy of the Software in object code format onto a single mobile device that You own or control and use the Software loaded on such mobile device solely to access the Service for personal purposes.  If You use the Software in connection with any iPhone or iPod touch device, You hereby agree to comply with the Usage Rules set forth in the Apple Store Terms of Service http://www.apple.com/legal/itunes/us/service.html.  You acknowledge and agree that Your use of the Service may be subject to additional user restrictions that the Company may impose from time to time as part of an acceptable use policy.

3. Third Party Components.  Software contains the following third party components http://rf.com/third-party-software-licenses/.

4. License Restrictions.  Except as expressly permitted in Section 2 above, You may not rent, lease, sublicense, sell, assign, loan or otherwise transfer the Software or any of Your rights and obligations under this Agreement.  You may not reverse engineer, decompile, or disassemble the Software or Service, except to the extent the foregoing restrictions are expressly prohibited by applicable law.  You may not remove or destroy any copyright notices or other proprietary markings on the Software or Service.  You may not modify or adapt the Software, merge the Software into another program, or create derivative works based on the Software.

5. Ownership.  The license granted in this Agreement does not constitute a transfer or sale of the Company’s ownership rights in and to the Software or Service.  Except for the license rights granted above, the Company retains all rights, title and interest in and to the Software and Service, including all related intellectual property rights.  The Software and Service are protected by applicable intellectual property laws, including the United States copyright laws and international treaties.

6. Fees.  Company reserves the right to impose fees on the use of the Service, or any part thereof.

7. Advertisements.  You acknowledge that the Company or a third party advertiser may automatically deliver advertisements to Your mobile device while You use the Service.

8. Updates. The Company may also from time to time issue upgraded versions of the Software and, accordingly, may upgrade the version of the Software that You are using on Your mobile device.  At the time of such upgrade, You will be given the option to accept or decline the upgrade.  You acknowledge and agree that in the event that You decline any such upgrade, Your ability to access and use the Service is likely to terminate.

9. Support. If you use the Software in connection with any iPhone or iPod Touch device, You hereby acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software.  Company will be solely responsible for such maintenance and support in connection with the Software to the extent expressly required under applicable law.

10. Confidentiality.  You will hold in strictest confidence the Software and any related materials or information provided by the Company to You, either directly or indirectly in writing, orally or by inspection of tangible objects (“Confidential Information“).  Except as otherwise expressly permitted under this Agreement, You will not disclose any Confidential Information to third parties and You will take reasonable measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information.  You will immediately notify the Company in the event of any unauthorized or suspected use or disclosure of the Confidential Information.  Notwithstanding the foregoing, You shall have no obligations hereunder for any information which is already known to You prior to disclosure by the Company; publicly available through no fault of Yours; lawfully and rightfully disclosed to You by a third party under no confidentiality obligation to the Company; or is independently developed by You without reference to Confidential Information.

11. Termination.  This Agreement is effective until terminated.  You may terminate this Agreement at any time by deleting the Software from Your device and ceasing access to the Service.  The Company reserves the right to terminate this Agreement and Your ability to use the Software and the Service immediately following any misuse by You of the Service, breach of this Agreement or any breach of the software license for the Software.  Further, the Company reserves the right to modify or discontinue the Service, temporarily or permanently, with or without notice.  You agree that the Company will not be liable to You or any third party for any modification or discontinuance of the Service.

12. Privacy Policy. The Company Privacy Policy located at http://rf.com/privacy/ (“Privacy Policy“) is incorporated by this reference and is made part of this Agreement, as such privacy policy is updated from time to time during the term of this Agreement.  By accepting this Agreement, You acknowledge that You have read the Privacy Policy and consent to the Company’s privacy practices.  Without limiting anything in the Privacy Policy, please note that the Company may collect information about Your use of the Service, such as type of mobile device You use, including the International Mobile Equipment Identity (IMEI)  number; which advertising You have “clicked”; Your cell service carrier provider; Your call history; screen names of persons You call, Your ‘favorites’; and other information.   The Company may use this information and share it with third parties as further described in our Privacy Policy, including to fulfill information requests made by You in connection with the Service and to improve the Service.  In the event that the Company or a portion of the Company’s assets is acquired by another company, the information collected about You through the Service may be one of the transferred assets.  Please direct any questions You might have about our privacy practices to support@rf.com.

13. Indemnification.

(a) You agree to indemnify, defend and hold the Company and its third party suppliers, including their respective subsidiaries, affiliates, officers, and employees harmless from any loss, liability, claim, demand, damage, or expenses (including reasonable attorneys’ fees), asserted by any third party due to or arising from or in connection with Your breach of this Agreement or improper use of the Service or Software.

(b) If You use the Software provided by the Company with Your iPhone or iPod Touch and without limiting any disclaimers, exclusive remedies and limitations of liability set forth in this Agreement, in the event a third party brings a claim that the Software or Your possession and use of the Software infringes that third party’s intellectual property rights, You hereby acknowledge that as between You on the one hand and Company and Apple on the other hand, to the maximum extent permitted by applicable law, neither Company nor Apple will be responsible for the investigation, defense, settlement and discharge of any such claim.

14. DISCLAIMER OF WARRANTIES.  EXCEPT AS SET FORTH ABOVE, THE  SOFTWARE AND SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  YOU EXPRESSLY AGREE THAT YOUR USE OF THE SOFTWARE AND SERVICE IS AT YOUR SOLE RISK AND EXPENSE.  YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF, USE AND RESULTS OBTAINED FROM THE SOFTWARE AND THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ON BEHALF OF ITSELF, ITS AFFILIATES, THIRD PARTY LICENSORS AND APPLE, DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE AND THE SERVICE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

15. LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE COMPANY, ITS THIRD PARTY SUPPLIERS, OR APPLE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR THE SERVICE, EVEN IF THE COMPANY, ITS THIRD PARTY SUPPLIERS, OR APPLE HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES.

YOU SPECIFICALLY AGREE THAT NEITHER THE COMPANY, ITS THIRD PARTY SUPPLIERS NOR APPLE IS LIABLE TO YOU OR ANYONE ELSE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONDUCT OR LANGUAGE OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS.

YOU FURTHER AGREE THAT NEITHER THE COMPANY, ITS THIRD PARTY SUPPLIERS NOR APPLE WILL BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION OR TERMINATION OF SERVICE, WHETHER INTENTIONAL OR NEGLIGENT.  THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE EXCLUSIVE REMEDY.

IN NO EVENT WILL THE COMPANY’S, ITS THIRD PARTY SUPPLIERS’ OR APPLE’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE LICENSE FEE FOR THE SOFTWARE THAT YOU LICENSED HEREUNDER.  IF YOU ARE DISSATISFIED WITH THE SERVICE OR WITH ANY OF THE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

IN ADDITION, IF THE SOFTWARE FAILS TO CONFORM TO ANY APPLICABLE WARRANTY, YOU MAY NOTIFY APPLE AND APPLE WILL REFUND YOU THE PURCHASE PRICE FOR THE SOFTWARE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES AND/OR LIABILITY FOR SOME TYPES OF DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

16. Basis of the Bargain.  The warranty disclaimer, exclusive remedies, and limitations of liability and damages set forth above are fundamental elements of the basis of the agreement between You and the Company.  The Company would not be able to provide the Service on an economically reasonable basis without these limitations.  THE ABOVE WARRANTY DISCLAIMER, EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY AND DAMAGES INSURE TO THE BENEFIT OF THE COMPANY’S LICENSORS AND THIRD PARTY SUPPLIERS INCLUDING APPLE.

17. Product Claims.  If You use the Software provided by the Company with Your iPhone or iPod Touch and without limiting any disclaimers, exclusive remedies and limitations of liability set forth in this Agreement, You acknowledge that as between the Company and Apple, Company will be responsible for addressing any claims relating to the Software or Your possession and/or use of such Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

18. Trademarks. Certain of the product and the Company names used in this Agreement and Service may constitute trademarks of the Company or third parties.  This Agreement does not authorize You to use any such trademarks.

19. Compliance with Law.  You may not access and use the Service in violation of applicable law.  You also represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.

20. GOVERNING LAW AND JURISDICTION.  This Agreement is governed by the laws of the State of California, without reference to its conflict of laws principles.  Any dispute between You and the Company regarding this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California. You hereby agree to personal jurisdiction and venue of such courts.

21. General.  This Agreement and the Privacy Policy are the entire agreement between You and the Company and supersede any other communications with respect to the Services.  If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.  Without limiting the foregoing, the failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter.  Company reserves the right to transfer or assign this Agreement, or any of its rights and obligations under this Agreement, in whole or in part, either voluntarily or by operation of law, by sale, merger, or otherwise, without Your consent.

22. Questions.  Should You have any questions concerning this Agreement, or if You desire to contact the Company for any reason, please contact us at:

• Email:  support@rf.com
• Address: 584 Castro St #850, San Francisco, CA 94114
• Telephone:  +1 415 946 4091
• Last Modified:  January 27, 2011