TERMS AND CONDITIONS OF USE

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEB SITE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OF USE, YOU ARE NOT PERMITTED TO USE THIS WEB SITE. BY USING THIS WEB SITE, YOU SIGNIFY YOUR ACCEPTANCE OF ALL THESE TERMS AND CONDITIONS OF USE.

Telecommunications Development Fund (“TDF”) maintains the www.tdfventures.com web site (the “Site”) as a service to the investor community, entrepreneurs, and the interested public. Access to the Site and use of the information provided on the Site (the “Content”) is subject to these Terms and Conditions of Use.

1. Ownership, Copyright and Trademark
Unless otherwise noted, the Site and the Content are the property of TDF and are protected from unauthorized copying and dissemination by United States copyright and trademark laws, international conventions and other intellectual property laws. Unless otherwise noted, all Content is protected by copyright laws. Copyright © 2005 Telecommunications Development Fund. All rights reserved.

2. Alteration of this Web Site; Indemnification of TDF
A. TDF may alter, suspend, or discontinue the Site, or any Content on the Site, at any time, for any reason, without notice or liability to anyone. The Site may become unavailable as a result of problems with computer equipment or software or for other reasons.
B. You agree to indemnify and hold TDF harmless from all claims, costs, damages and liabilities (and all expenses and costs incurred in connection therewith) asserted by anyone based on your use of the Site.

3. Restrictions on Use
No part of the Site may be reproduced or transmitted, in any form or by any means (including electronic or mechanical or by photocopying or recording), except that you are authorized to view, copy, download, and print Content from the Site, subject to the following conditions:

A. Copies may be used solely for noncommercial, informational purposes;
B. Copies may not be modified; and
C. No copyright, trademark, service mark or other proprietary notice which appears on any document as displayed may be removed from any Content. In an effort to protect the rights of other copyright, trademark and service mark owners, TDF maintains a policy of terminating, in appropriate circumstances, access by users who violate the restrictions in this paragraph. TDF makes no representation that information on the Site is appropriate for access or use outside the United States. Any person who obtains access to or uses the Site outside the United States does so on his own initiative and is responsible for compliance with any laws that apply to such access or use.

4. No Implied License or Rights
Except as expressly permitted by these Terms and Conditions of Use, nothing contained in the Site may be construed as granting, by implication or otherwise, any license or right to use the Site or any Content without the prior written approval of TDF and of any third party whose copyrighted, trademarked, or service marked material is included in the portion of this web site or the documents which are sought to be used.

5. Accuracy of Content and Future Modifications to Site
TDF believes that the information on the Site is accurate when posted. However, TDF makes no representation or warranty, express or implied, and undertakes no obligation to assure, that the information on the Site is accurate, does not contain technical or typographical errors, or is current or up to date at the time of viewing.

6. Claims of Infringement
If you believe that any materials which are accessible on or from the Site infringe your copyright or other intellectual property rights, you may request that those materials or access to any of them be removed from the Site, by taking the following steps:
A. Send a written request to TDF’s Agent for Intellectual Property Issues identified in Section 7 below, in accordance with the notice provisions of Section 9 below.
B. Describe the copyright or other intellectual property right that you believe is being infringed and provide a copy or any other information (e.g., URL) that will allow TDF to locate a no infringing version of it;
C. Identify the material on the Site that you believe infringes that copyright, trademark, service mark, or other intellectual property right by providing a copy or any other information (e.g., URL) that will allow TDF to locate it;
D. Include your name, address, telephone number and other contact information; and
E. Include a signed statement that you are either the owner or the authorized agent of the owner of the copyright, trademark, service mark, or other intellectual property right that you believe is being infringed, that you have a good faith belief that the use is not authorized and that the information and claims are submitted “under penalties of perjury.”

7. TDF’s Agent for Intellectual Property Issues:
TDF’s Agent for Intellectual Property Issues relating to the Site is: Basil Andrew Pereyra, 1850 K ST NW, Suite 1075, Washington, DC 20006

8. Notices
All notices and communications required or permitted to be provided under these Terms and Conditions of Use shall either be delivered personally, sent by reputable overnight delivery service (such as Federal Express or DHL) or sent by telecopy, with confirmation of receipt, to the following:
A. To TDF at: Telecommunications Development Fund, 1850 K Street, NW, Suite 1075, Washington, DC 20006.
B. In responding to a request under Section 6 above, TDF shall use the address and contact information provided in response to Section 6.D above. Notices shall be deemed to be received on the date of personal delivery, one day after deposit with a reputable overnight delivery service or, if sent by telecopy, upon return of confirmation of receipt.

9. Forward-Looking Statements
Certain statements contained on the Site may be “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks; uncertainties and other factors that may cause actual results to differ materially from those, which are anticipated. With regard to TDF and any TDF portfolio companies, these factors include, but are not limited to, changes in general economic conditions, changes in the investment climate in the telecommunications industry, and the demand for the products and services offered by our portfolio companies.

10. Not an Offer
Neither the Site nor the Content constitutes an offer to buy or sell any security or other ownership interest in any entity. Information or opinions in reflect on the Site are presented solely for informative purposes, and are not intended nor should they be construed as investment advice. The Content is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject TDF to any registration requirement within such jurisdiction or country. We encourage our readers to invest carefully and read the investor information available at the web sites of the U.S. Securities and Exchange Commission (SEC) at www.sec.gov and the National Association of Securities Dealers (NASD) at www.nasd.com. The NASD has published information on how to invest carefully at its web site. Readers can review all public filings by companies at the SEC’s EDGAR page. All Content is qualified in its entirety by the detailed information and financial statements of the referenced company contained in any applicable regulatory filings with the SEC. Information used and statements of fact reflected in the Content have been obtained from the specified sources, but not verified nor guaranteed as to completeness or accuracy. Such information is subject to change without notice. It should be understood that there is no guarantee past performance will be indicative of future results.

11. No Warranties
THE CONTENT AVAILABLE ON THE SITE IS PROVIDED “AS IS.” SPECIFICALLY, BUT WITHOUT LIMITATION, TDF DOES NOT WARRANT THAT: (A) ANY INFORMATION OR DOCUMENTS PROVIDED ON THE SITE IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; (B) THE FUNCTIONS CONTAINED ON THIS WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE; © ANY INCORRECTNESS, INACCURACY, UNRELIABILITY OR INCOMPLETENESS OF INFORMATION OR DOCUMENTS OR INTERRUPTION OR ERROR IN FUNCTIONS ON THE SITE WILL BE REMEDIED; OR (D) THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
It is your sole responsibility to take steps to protect yourself against any viruses or other harmful components that may be present or communicated through the Site.

12. Limitations of Liability
REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, TDF SHALL NOT BE LIABLE TO ANY PERSONS, WHETHER SINGLY OR TOGETHER, FOR CLAIMS, COSTS, DAMAGES OR LIABILITIES BASED ON ANY CAUSE WHATSOEVER AND ARISING FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SITE OR THE SUBSTANCE OF ANY INFORMATION OR DOCUMENTS CONTAINED IN OR ACCESSED THROUGH THE SITE. IN NO EVENT SHALL TDF BE LIABLE TO ANYONE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SITE OR THE SUBSTANCE OF ANY INFORMATION OR DOCUMENTS CONTAINED IN OR ACCESSED THROUGH THE SITE.

13. Links to Third-Party Web Sites
The Site may contain links to web sites which are established or maintained by persons or organizations which are not part of or controlled by TDF. TDF undertakes no responsibility to identify which links connect to web sites established or controlled by TDF and which connect to web sites established or controlled by other persons, and you should assume that any linked web site is not established or controlled by TDF. Links to other web sites are provided as a convenience, and TDF is not responsible for the content of any such web site and does not endorse or accept any responsibility for the content or use of such web site.

14. No Implied Endorsements
Reference to any third party or to any third party’s product, service, or security on the Site may not be construed as an approval or endorsement by TDF of that third party or of its product, service, or security.

15. Governing Law
These Terms and Conditions of Use, and all questions arising out of or relating to them, shall be governed by and construed in accordance with the laws of the District of Columbia, United States of America, without giving effect to the conflict of laws provisions thereof.

16. Arbitration
Any dispute, controversy or claim arising out of or relating to the use of the Site or these Terms and Conditions of Use shall be resolved by arbitration. Regardless of the amount in dispute, the arbitration shall be conducted by a single arbitrator selected by the parties or, if they cannot agree, by a single arbitrator selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association without regard to the amount in dispute. The arbitration shall be conducted in English, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, in Washington, DC. The decision of the arbitrator shall be binding and enforceable by any state or federal court in the District of Columbia, and you hereby consent to the personal jurisdiction of any state or federal court in the District of Columbia for that purpose. The expense of the arbitration (excluding each party’s own attorneys’ fees, costs and related expenses) shall initially be paid in equal shares by each side, but the total of such expenses plus any award of attorneys’ fees, expenses and costs shall finally be paid by the parties as the arbitrator determines. Nothing in this Section 16 shall preclude TDF from seeking provisional or equitable relief from any appropriate court to protect its rights prior to, pending or in the absence of such arbitration proceedings.

17. Severability
The invalidity or unenforceability of any provision of these Terms and Conditions of Use shall not affect the validity or enforceability of any other provision of these Terms and Conditions of Use.

18. Entire Agreement
These Terms and Conditions of Use constitute the entire Agreement between you and TDF with respect to the use of the Site and supersede all previous and contemporaneous representations, negotiations, writings and understandings, if any, relating to such subject matter. These Terms and Conditions of Use may not be amended or modified except by TDF posting a change to the Terms and Conditions of Use displayed on the Site.