EarthLink Wireless Email GoodLink Service Agreement (Good Technology)

READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES PROVIDED BY EARTHLINK.

1. INTRODUCTION

EarthLink, Inc. ("EarthLink") is offering to qualifying EarthLink Subscribers the Good Technology, Inc. ("Good") wireless email service (the "Service"). By establishing an account for use of the Wireless Service, you agree to be bound by this Wireless Email Service Agreement (the "Agreement") and to use the Service in compliance with this Agreement. You also agree to use the Service in compliance with EarthLink Acceptable Use Policy and any other applicable polices set forth at www.earthlink.net/about/policies.

2. TERM.

The initial term of this agreement is set forth in the information that you received at the time of purchase. The initial term shall start from the date that the Service is first used ("Activation Date"). After the initial term has expired, this agreement will continue on a month-to-month basis. EarthLink reserves the right to change the price of the Service at any time upon 30 days notice. Notice of any price change, amendment, or modification will be posted on EarthLink's website (www.earthlink.net) and/or on your start pages and/or by email and/or in our various publications and mailings to you. Any price increase during your initial term will allow you to cancel the service as if the initial term had expired.

If you do not agree to the terms and conditions of this Agreement, you must terminate your use of the Service under Section 5.

3. THE SERVICE.

Upon EarthLink's acceptance of your registration for the Service, EarthLink will provide you a device and accessories (the "Device"). EarthLink will also provide you the Good Technology, Inc. Software. (To use the Software, you will be required to accept the included terms and conditions of the software license agreement with Good Technology, Inc.)

The Service operates on the Cingular Mobitex network. The Service coverage can vary depending on factors beyond the control of EarthLink. EarthLink provides the Service, but does not guarantee coverage. You must reside in a coverage area in order for the Service to function properly.

In order to determine which jurisdiction's taxes and other assessments to collect, federal law requires EarthLink to obtain your Place of Primary Use ("PPU"), which must be your residential street address (if the Service is primarily for personal use) or business street address (if the Service is primarily for business use). This address must be within a service area. You herby agree to provide EarthLink with your PPU and to notify EarthLink immediately of any changes in your PPU.

4. QUALIFYING CRITERIA.

To qualify to receive the Service, you must agree to comply with the terms and conditions of this Agreement. Additionally, you must meet the following criteria:

The server host must have a Pentium III 800 mhz, 512 MB RAM required (1 GB recommended), 8GB free hard drive space free for GoodLink server, 10 MB of minimum LAN speed, The server must have access to Microsoft Exchange 5.5, or 2000 or 2003. You must reside in a coverage area in order for the Service to function properly. You must notify EarthLink of any changes to your username during the time that you are receiving the Service (or else the Service will be disabled); You must be at least 18 years of age.

5. PAYMENT OBLIGATIONS.

(a) The monthly service fee for the Service will be included in your monthly service fee for the EarthLink Service and will be charged to the same credit card, which is presently being charged for the EarthLink Service. The terms and conditions of the EarthLink Internet Service Agreement will govern your payment obligations under this Agreement.

(b) Term. The initial term of this agreement begins on the day that you sign up and ends twelve (12) months from your activation date. The agreement will continue on a month-to-month basis after the initial term.

(c) Cancellation. To cancel the Service you must call 888-304-2773 or send registered or certified mail, return receipt requested to EarthLink, Inc., Customer Service Manager, Wireless Email Services, 1375 Peachtree Street, Level A, Atlanta, GA 30309. All equipment returns must have an EarthLink provided shipping label.

If you cancel your account and return all equipment within 30 days of your shipping date (the date EarthLink mails your equipment), Dell Computers will refund all fees incurred to date, excluding postage and handling, if you return all equipment provided to you by EarthLink in their original packaging (or equivalent) using an EarthLink supplied return shipping label. EarthLink will not refund any fees after 30 days of your shipping date. Dell will mail you a shipping label upon cancellation and will not accept returns without an EarthLink supplied shipping label.

If after 30 days of your original shipping date you are dissatisfied with the Service or any related terms, conditions, rules, policies, guidelines, or practices, your sole remedy is to discontinue using the Service, cancel your account, and pay any cancellation fees that apply. Cancellation will be effective at the end of the current billing period in which notice of cancellation is received. Upon cancellation, email service will be terminated and all files stored on EarthLink servers will be deleted. EarthLink does not refund the cost of the device beyond 30 days of shipment.

EarthLink, in its discretion, may replace equipment due to manufacturer's defect at no cost to you under the following circumstances: You call the EarthLink Technical Support Department within one year of your original shipping date; The EarthLink Technical Support Department certifies that a defect has occurred and; You return the equipment in the original packaging (or equivalent) using an EarthLink provided shipping label within 30 days of certification to Dell Computers. Upon certification, EarthLink will ship replacement equipment to you. Failure to return the certified equipment within 30 days of certification shall result in a charge for the new equipment. EarthLink will not accept the return of equipment without EarthLink Technical Support Department certification and shipping label after 30 days from the original shipping date. EarthLink will not replace any equipment, including replacement equipment, after one year from your original shipping date.

EarthLink may terminate this Agreement, your password, your account, or your use of the Services for any reason, including, without limitation, if EarthLink, in its sole discretion, believes you have violated the Agreements or if you fail to pay any charges when due. Termination notice will be by email or U.S. Mail to the address you provided for the Service. All notices to you shall be deemed effective on the first (1st) day following the date of the email or on the fourth (4th) day following the date of the mailing.

Sections 3, 5, 6, 8, and 9 of this Agreement shall survive termination of this Agreement.

(e) Taxes and fees. EarthLink may charge you for taxes and other applicable fees at any time.

6. LIMITED WARRANTY.

EarthLink, working with the manufacturer provides a limited warranty that applies only to the Device (excluding any alkaline batteries included with the handheld device) you originally purchase for your use, and not for resale, from EarthLink.

EarthLink warrants that for a period of one (1) year from the date of shipment from EarthLink that the Device will be free from defects in material and workmanship under normal use, excluding physical damage to the surface of the Device, such as cracks or scratches to the case or LCD screen. This limited warranty extends only to you as original purchaser. Your sole and exclusive remedy and the entire liability of EarthLink and its suppliers under this limited warranty will be, at EarthLink's option, shipment of a replacement unit, or a refund of the purchase price as defined in Section 5 of this Agreement. Customer abuse is not covered under this warranty.

At EarthLink's option, replacement Devices and parts may be new, repaired to equivalent to new, or refurbished. Replacement units assume the remaining warranty of the Device they replace. All articles must be returned in accordance with EarthLink's current Return Material Authorization (RMA) procedure as defined in Section 5 of this Agreement.

This warranty does not apply if the Device (a) has been altered, opened, or repaired, except as authorized by EarthLink, (b) has not been installed, operated, repaired or maintained in accordance with instructions supplied by EarthLink, (c) has been used in conjunction with software, accessories, products, service, or ancillary or peripheral equipment not approved or provided by EarthLink, and the defect is the result of such use and not of the Device itself, (d) has been subjected to abnormal physical or electrical stress, misuse, negligence or accident, (e) defect for which warranty service is sought would be repaired by installing an Enhancement provided by EarthLink to Customer; or (f) is used other than as authorized by EarthLink.

7. DISCLAIMER OF WARRANTIES and LIMITATION OF LIABILITY.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, THE DEVICE AND SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EARTHLINK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES, OR OTHER HARMFUL COMPONENTS. EARTHLINK MAKES NO EXPRESS WARRANTIES AND WAIVES ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SERVICE. NO ADVICE OR INFORMATION GIVEN BY EARTHLINK OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. EARTHLINK, ITS EMPLOYEES, AND EARTHLINK'S SUPPLIERS ARE NOT LIABLE FOR ANY COSTS OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE BLACKBERRY PRODUCTS OR THE SERVICE INCLUDING ANY INDIRECT, INCIDENTAL, EXEMPLARY, MULTIPLE, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. IN ANY EVENT, EARTHLINK'S CUMULATIVE LIABILITY TO ANY EARTHLINK MEMBER FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE GOOD TECHNOLOGY, INC. PRODUCTS OR THE SERVICE SHALL NOT EXCEED $500.00.

8. SOFTWARE LICENSE

EarthLink and Good Technology, Inc. grants to each Subscriber a limited, nonexclusive, nontransferable and nonassignable license to install and use the EarthLink software (including software from third-party vendors that EarthLink distributes; in object code format), its associated documentation, and any updates thereto ("Licensed Programs") in order to access and utilize the Service. Each Subscriber agrees to use the Licensed Programs solely in conjunction with the Service and for no other purpose. EarthLink may modify the Licensed Programs at any time, for any reason, and without providing notice of such modification to a Member.

The Licensed Programs constitute confidential and proprietary information of EarthLink and EarthLink's licensors and embody trade secrets and intellectual property protected under United States copyright laws, other laws, and international treaty provisions. All right, title, and interest in and to the Licensed Program, including associated intellectual property rights, are and shall remain with EarthLink and EarthLink's licensors. Member shall not translate, decompile, reverse engineer, distribute, remarket, or otherwise dispose of the Licensed Programs or any part thereof.

You may not download, use, or otherwise export or re-export the Licensed Programs or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. By installing or downloading the Software, you represent and warrant that you are not located in, under the control of or a national or resident of any country on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. Contractor/manufacturer is EarthLink, Inc., 1375 Peachtree Street, N.W., Level A, Atlanta, Georgia 30309.

9. JURISDICTION.

California residents are entitled to the following information:

• The service is provided by EarthLink, Inc. 1375 Peachtree Street, Atlanta Georgia 30309. Phone: (800) 890-6356
• Charges vary depending of the type of service.
• Complaints and questions about the service should be directed to EarthLink Customer Service at (800) 890-6356. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814 or by telephone at (916) 445-1254.
• Actions arising from this agreement may be brought in an appropriate California small claims court.

For non-California residents, this Agreement is governed by Georgia law without regard to conflict of law provisions. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration, and administered by the American Arbitration Association under its Commercial Arbitration Rules. Any such arbitration will be governed by Georgia law and will be held in Atlanta, Georgia. The arbitrator will be an expert in the field of Internet services. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. There shall be no class action arbitration pursuant to this agreement.

10. MISCELLANEOUS.

EarthLink may revise, amend, or modify this Agreement, the Acceptable Use Policy, and any other user policies and agreements, at any time and in any manner. Notice of any revision, amendment, or modification will be posted on EarthLink's website (www.earthlink.net) and/or on Subscriber's Start Pages and/or by email and/or in our various publications and mailings to Subscribers.

Version 1.0
Effective 10/08/03