TERMS AND CONDITIONS OF USE GOVERNING THE WEB SITE

Vistula Communications Services, Inc. and its affiliates (“Vistula”) maintain this web site (the “Web Site”) as a service to its customers and potential customers and other interested parties.

By using the Web Site, you agree to comply with and be bound by the following terms and conditions (this “Agreement”), which we may change at any time by posting notice on the Web Site. PLEASE READ THIS AGREEMENT CAREFULLY, AND PLEASE CHECK THESE TERMS AND CONDITIONS PERIODICALLY FOR CHANGES. If you do not agree to these terms and conditions, please do not use the Web Site. Use of the Web Site is limited to those individuals who can form legally binding contracts under applicable law, and without limiting the foregoing, the Web Site is not to be accessed or used by minors.

In addition, when using any particular service of the Web Site, you may be subject to additional guidelines or terms and conditions applicable to such service that may be posted from time to time, which are hereby incorporated into this Agreement.

1. Conditions on Using the Web Site.
All the text, images, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content of the Web Site, including any Submissions (as defined below), and any of the foregoing sent to you by e-mail or other means (collectively, the “Site Content”) are proprietary to us or to third parties.

Vistula authorizes you to view, download, and print the Site Content subject to the following conditions: (a) you may only download and print the Site Content in limited quantities as required to evaluate whether the goods and services displayed on the Web Site are appropriate for your intended use; (b) you may not modify the Site Content; (c) any displays or print outs of the Site Content must be marked “© Vistula Communication Services, Inc., 2005. All rights reserved.”; and (d) you may not remove any copyright, trademark or other proprietary notices that have been placed in the Site Content. Except as expressly permitted above, copying, modifying reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting in any way the Site Content, or any portion of the Site Content, is strictly prohibited without the prior written permission of Vistula. In addition, you may not link to any part of the Web Site or any Site Content or frame or otherwise display in any manner the Site Content at any other web site or elsewhere without our prior written consent.

All software used on the Web Site is proprietary to us or to third parties, and except as may be required to exercise the foregoing license grant, any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or other reduction of such software to human-readable form is prohibited.

The marks “Vistula,” “V-Cube™” and any other trademarked expressions used on this website are proprietary to us, and they may not be used in connection with any service or products other than those provided by Vistula, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Vistula. Any use of those marks, or any others displayed on the Web Site, will inure solely to the benefit of their respective owners.

You agree, and represent and warrant, that your use or other exploitation of the Web Site and the Site Content, or any portion thereof, will be consistent with the foregoing license, covenants and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations and ordinances relating to the Web Site, the Site Content or your use of them, and you will be solely responsible for your own individual violations of any of them.

2. Submissions to Vistula Belong to Vistula.
Vistula is pleased to hear from you and welcomes your comments regarding the Web Site and Site Content. In the event that you submit ideas, suggestions, materials or other information to Vistula, whether at the request of Vistula or not (all of the foregoing being “Submissions”), the Submissions will be deemed, and will remain, the sole property of Vistula. None of the Submissions will be subject to any obligation of confidence on the part of Vistula, and Vistula and Vistula Affiliates (as defined below) will not be liable for any use or disclosure of any Submissions. Without limiting the foregoing, Vistula will exclusively own all now known or hereafter existing rights to the Submissions of every kind, in perpetuity, and will be entitled to unrestricted use and other exploitation of the Submissions for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Submissions. Each of the them irrevocably and unconditionally waives and covenants not to assert any of such rights against Vistula or its affiliates, successors, assigns, licensees, partners, and customers (collectively, “Vistula Affiliates”), as well as any users of the Web Site.

3. The Web Site Does Not Provide Specific Recommendations or Advice.
The Web Site is designed to provide general information about our products and services, and related topics of interest. The Web Site does not provide advice or specific recommendations for any particular situation or circumstance and should not be relied on as such.

4. Links to Third Party Web Site Are Not Endorsements.
The Web Site contains links to third-party web sites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by Vistula. Links to merchants or advertisers are owned and operated by independent retailers or service providers, and therefore we are unable to ensure that you will be satisfied with their products, services or business practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.

5. Warranty Disclaimers and Limitations of Liability.
Vistula and Vistula Affiliates make no representations or warranties of any kind regarding the Web Site and the Site Content. The Web Site and Site Content are provided in “AS IS” condition, and Vistula and Vistula Affiliates EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii)THAT THE WEB SITE AND THE SITE CONTENT WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (iii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE WEB SITE OR THE SITE CONTENT, AND (iv) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE WEB SITE OR THE SITE CONTENT. No advice or information, whether oral or written, obtained by you from Vistula, any of Vistula Affiliates or through the Web Site or Site Content will create any warranty not expressly stated herein.

YOU USE THE WEB SITE AND THE SITE CONTENT AT YOUR OWN RISK, AND NEITHER VISTULA NOR VISTULA AFFILIATES WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO ANY OF THEIR OPERATION, USE OR OTHER EXPLOITATION. You waive and covenant not to assert any claims or allegations of any nature arising from or relating to the operation, use or other exploitation of the Web Site or the Site Content, including any allegation or claim that Vistula or Vistula Affiliates has or should indemnify, defend, or hold you harmless from any claim or allegation arising from the operation, use or other exploitation of the Web Site or the Site Content.

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM VISTULA OR VISTULA AFFILIATES ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE WEB SITE OR SITE CONTENT, EVEN IF VISTULA OR VISTULA AFFILIATES HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

6. Your Indemnity of Vistula and Vistula Affiliates; Termination of Use.

You agree to indemnify, hold harmless, and at their respective options, defend Vistula and Vistula Affiliates from all causes of action, claims and allegations (whether threatened or pending), costs, fees, charges, and expenses (including reasonable attorneys’ and professionals’ fees), judgments, damages, losses, and liabilities arising from or relating to the breach or alleged breach of your duties or obligations under this Agreement or your use of the Web Site or Site Content. For any indemnified matter, Vistula and Vistula Affiliates will have full control of the response thereto and the defense thereof, including any agreement relating to the settlement thereof, and you will cooperate fully with Vistula and Vistula Affiliates in such matter.

7. Privacy Policy.
The Web Site may invite you to submit your name and address to allow us to send you information about our products and services. If you provide such information to us, you grant us the right to send further communications to you in relation to our products or services. We agree that we will not disclose your name or address to any third party.

8. Applicable Law and Jurisdiction; Compliance.
The Web Site (excluding links) are controlled by Vistula and operated by Vistula from its offices in New York, New York. Although Vistula has made no effort to publish the Web Site elsewhere, because the Web Site are published on the World Wide Web it is accessible in all fifty states and other countries. As each of these places has laws that may differ from those of New York and from each other, and as you and Vistula both benefit from establishing a predictable legal environment in which to operate, use or otherwise exploit the Web Site, by using the Web Site you and Vistula agree that all matters arising from or relating to the use and operation of the Web Site will be governed by the substantive laws of the State of New York, without regard to its conflicts of laws principles. You agree that all claims you may have arising from or relating to the operation, use or other exploitation of the Web Site will be heard and resolved in the courts in New York. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any object to proceeding in such courts. If you choose to gain access to the Web Site from locations other than New York, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the Web Site or Site Content in violation of U.S. export laws or regulations.

9. Miscellaneous Provisions.
No delay or omission by Vistula in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by Vistula of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in this Agreement, “including” means “including but not limited to.” If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between you and Vistula regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.