PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.

BY SIGNING UP AND USING THE SERVICE, YOU ARE AGREEING TO BE LEGALLY AND FULLY BOUND BY THIS AGREEMENT AS IF YOU HAD SIGNED IT. IF YOU DO NOT WISH TO BE BOUND, DO NOT COMPLETE THE REGISTRATION PROCESS!

1. GENERAL. AlphaBest, LLC (the "Provider") provides a service for securely transferring documents over the internet to users who have agreed to the terms and conditions of this Agreement ("Service"). This Agreement is a legal agreement between you and the Provider. It states the terms and conditions under which you may access Provider's system and use the online services that Provider makes available through that system and the use of the software necessary to connect to the Service ("Software"). If your use of the service is covered by a group plan contract, other terms may apply. If you have any questions concerning the Service or this Agreement, please contact AlphaBest at ifolder@talkdocs.com for further information.

2. ACCESS AND USE OF SERVICE.

a. Upon completion of the on-line registration and authentication process for the Service, and subject to your payment of the application fees (where applicable), the Provider will grant you access to its system and the right to use its Services subject to the terms of this Agreement.

b. Subject to the terms of this Agreement, you will have a nonexclusive right to use the Software for the sole purpose of using the Service. You may not modify, reverse engineer, disassemble or sublicense any part of the Software. Any reference to the Service in this Agreement shall also include the Software.

c. You represent and warrant that all information provided to the Provider in connection with your registration and authentication is true and correct. You agree to update any outdated information by contacting ifolder@talkdocs.com. You understand that you are responsible for keeping account, login and password information in confidence and you agree to hold the Provider harmless if your login or password is disclosed to a third party or is otherwise compromised in any manner. You will not assign or otherwise transfer your rights or obligations under this Agreement to any other person or entity. You agree to not disable or bypass any functionality time-limitation mechanisms of the Service or the Account limitations.

d. Because the Service is not intended or authorized for use in hazardous or mission critical circumstances, any use of the Service for such purposes is at your own risk.

e. You are solely responsible for providing all hardware, telecommunications equipment, software (including browsers) and bandwidth that you require to use the Services contemplated by your Account. Any support inquiries should be directed to ifolder@talkdocs.com.

3. COMPLIANCE WITH LAW. You are solely responsible for the content of the files you store, distribute or collaborate on through the Service. You represent and warrant upon registration and each time you make use of the Service that the files you store, distribute or collaborate on using the Service

(a) do not infringe any copyright, patent, trademark, or other proprietary rights or rights of publicity or privacy of any third party;

(b) do not violate any applicable law, ordinance, regulation or rule, including without limitation those governing exports, encryption, unfair competition, anti-discrimination and false advertising;

(c) are not defamatory or libelous; and

(d) do not contain any harmful or deleterious software viruses or other programming routines or codes designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.

You further represent that such files are not obscene, pornographic or indecent and will only be distributed to people legally permitted to receive it if they contain adult content. You agree to comply with any applicable laws and regulations including those of the United States (including its export controls), Canada and any other country to which and from which you may access, send or collaborate on files. Finally, you agree to indemnify and hold the Provider, its officers, directors, employees and agents harmless from and against any claims and expenses (including reasonable attorney's fees) arising out of or related to any violation of this Agreement or use of your account.

4. DISCLAIMERS. THE SERVICE IS PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS. THE PROVIDER DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN REGARD TO ANY INFORMATION, PRODUCT, OR SERVICE FURNISHED BY IT UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF THE PROVIDER TO ANY USER FOR ANY LOSS, CLAIM, DAMAGE OR LIABILITY OF ANY KIND INCLUDING THAT WHICH MAY BE DUE TO THE PROVIDER'S ACTUAL OR ALLEGED NEGLIGENCE, SHALL BE LIMITED TO THE AMOUNT PAID BY USER TO THE PROVIDER IN THE ONE MONTH PERIOD PRECEDING THE CLAIM. CERTAIN STATES DO NOT ALLOW ALL OF THE FOREGOING LIMITATIONS SO THEY MAY NOT BE FULLY APPLICABLE TO USER.

5. CHANGES. The Service, Provider's system, and this Agreement may change from time to time. Provider reserves the right, at Provider's sole discretion and without prior notice or liability, to discontinue or alter the Service or any feature of the Service including, without limitation, (a) change any or all usage fees, (b) restrict the time of availability, (c) restrict the availability and/or scope of the Service for certain types of computers, operating systems and browsers, (d) restrict the procedures for or amount of access or use permitted, (e) restrict or terminate any user's right to access and use the Service, and (f) change system hardware and software. Any change is effective immediately upon a posting on the Service, electronic mail, or conventional mail. By continuing to use the Service, the User accepts any such changes. If any such changes are not acceptable to you, you may terminate this Agreement at any time as described in Section 6

6. TERMINATION.

a. Either you or Provider may terminate this Agreement for any reason at any time by giving the other party notice of termination. Such termination shall be effective upon receipt of the notice.

b. The Provider may terminate this Agreement without notice for any conduct that Provider believes in its sole discretion violates this Agreement, interferes with other users' use of the Service or is otherwise deemed by the Provider as inappropriate.

c. Upon termination, your license to use the Software automatically terminates, and Provider will delete all data, files, or other information stored in your account. In the event of termination you will remain bound by Sections 4 and 6. Monthly service fees and prepaid charges will not be refunded or prorated.

7. INTELLECTUAL PROPERTY. The Service is proprietary to the Provider and/or its licensor(s) and is protected under copyright and other laws. All rights, title and interest in and to the Service, including all associated intellectual property rights, shall remain with the Provider and/or its licensors. This Agreement does not convey to you any interest in or to the Service or any associated intellectual property rights but instead, is a limited right of use revocable in accordance with the terms of this Agreement.

8. FEES. Fees for the use of the Service are as set forth on the Fee Schedule and may be increased or decreased from time to time in the Provider's discretion. You are responsible for and agree to pay such fees. All amounts not paid to Provider when due shall bear interest at the lesser of eighteen percent per year or the maximum lawful rate of interest.

9. MISCELLANEOUS.

a. This Agreement shall be governed in all respects by the laws of the State of California without effect given to principles of conflicts of law.

b. The Provider's failure to insist upon strict performance of the provisions of this Agreement shall in no way constitute a waiver of future violations of the same or any other provision.

c. If any provision or portion of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement shall not in any way be affected or impaired thereby.

d. Unless otherwise agreed in writing, all payments relating to your use of the Service shall be made in United States dollars. You shall be responsible for and shall pay for any and all sales, use, excise and other taxes arising from your use of the Service.

e. This Agreement is in the English language only, which language shall be controlling in all respects. All communications and notices to be made or given pursuant to this Agreement must be in the English language.

f. Provider shall not be responsible for delays or failures in performance resulting from acts beyond the control of such party. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the date of this Agreement, fire, communications line failures or other network failures.