1. Acceptance of Terms

mCompanion, Inc. (“iGliss”) provides its service (“Service”) to you, subject to the following Terms of Service ("TOS"), which may be updated by iGliss at any time with or without notice to you. iGliss will post the latest version of the TOS on its Web site, which you can review at: http://www.iGliss.com/tos.aspx

By using the Service, you agree to the applicable guidelines and rules in the TOS. In addition, when using particular iGliss services, you agree to abide by any applicable guidelines posted for those services, which may change from time to time.

Should you object to any term of condition in the TOS, you should immediately discontinue use of the Service.

2. Description of Service

The “Service” provided by iGliss allows you to access messages, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") that are either published through the Service or from other public sources. iGliss is not responsible for the accuracy, nature, and representation of the content that you may be exposed to, which are the sole responsibility of the respective content publishers or persons from which such content originated. You understand that iGliss does not control, and is not responsible for Content made available through the Service, and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Under no circumstances will iGliss be liable in any way for any Content, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

Furthermore, iGliss and the Content published through iGliss may contain links to other Web sites, which are completely independent of iGliss; therefore you are solely responsible for following those links to visit other Web sites, and you agree to do so at your own risk.

You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that your use of any Content is at your own risk and therefore you should bear all responsibilities for any consequences from such use.

You are entirely responsible for all Content that you publish to the Service. iGliss and its designees have the right (but not the obligation), in their sole discretion, to refuse or remove any Content that violates the TOS or is otherwise objectionable, and revoke the publishing right of the offenders.

You understand and agree that the Service may include advertisements or announcements provided by iGliss or third party providers.

You understand and agree that you are responsible for obtaining access to the Service and such access may involve third party fees (such as those charged by your Internet or mobile service providers). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary in order to use the Service.

You may discontinue the use of the Service at any time.

3. Registration Obligations

In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself, such as date of birth, as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or iGliss has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, iGliss has the right to suspend or terminate your account and refuse any and all current or future use of the Service.

4. Privacy Policy

Registration Data and certain other information about you are subject to our Privacy Policy. For more information, see our full privacy policy at:

http://www.iGliss.com/privacy.aspx

5. Account Security

You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify iGliss of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. iGliss cannot and will not be liable for any loss or damage arising from your failure to comply with the guidelines as described in this section.

6. Member Conduct

You agree not to use the Service to:

·    publish or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

·    harm minors in any way;

·    impersonate any person or entity, including, but not limited to, a iGliss official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

·    disguise the origin of any Content transmitted through the Service;

·    transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

·    transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

·    transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation,

·    transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

·    interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

·    intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.

Additionally, you also agree not to:

·    contact anyone who has asked not to be contacted;

·    use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service - unless expressly permitted by iGliss;

·    "stalk" or otherwise harass another;

·    collect or store personal data about other users.

7. Information Disclosure

You acknowledge, consent and agree that iGliss may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of iGliss, its users and the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

8. Special Admonitions for International Use

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

9. Content Inclusion

iGliss does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant iGliss the following world-wide, royalty free and non-exclusive license(s), as applicable:

·    With respect Weblogs and Content that you publish in those Weblogs, the perpetual, irrevocable and fully sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.

10. Indemnity

You agree to indemnify and hold IGliss, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you publish or make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

11. No Resale of Service

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

12. Limitations on Service

You acknowledge that iGliss may establish general practices and limits concerning use of the Service, including the number of publications, the frequency of updates, the number of sites monitored, the maximum disk space that will be allotted on iGliss’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that iGliss has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that iGliss reserves the right (but not obligation) to delete accounts that are inactive for an extended period of time. You further acknowledge that iGliss reserves the right to modify these general practices and limits from time to time.

13. Modification to Service

iGliss reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that iGliss shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

14. Termination of Service

You agree that iGliss may, under certain circumstances and without prior notice, immediately terminate your iGliss account, any associated email address, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, and (f) extended periods of inactivity. Termination of your iGliss account includes (a) removal of access to all offerings within the Service, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring further use of the Service. Further, you agree that all terminations for cause shall be made in iGliss's sole discretion and that iGliss shall not be liable to you or any third-party for any termination of your account, any associated email address, or access to the Service.

15. Dealings with Organizations and Individuals

Your correspondence or business dealings with, or participation in promotions of, organizations and individuals found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and individuals. You agree that iGliss shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such organizations and individuals on the Service.

16. Proprietary Rights

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by iGliss or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

17. Disclaimer of Warranties

YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IGLISS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IGLISS MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IGLISS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE -- DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

18. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IGLISS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IGLISS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

19. Exclusions and limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THE ABOVE SECTIONS MAY NOT APPLY TO YOU.

20. Trademark Information

The iGliss logo, trademarks and service marks and other iGliss logos and product and service names are trademarks of iGliss Inc. Without iGliss's prior permission, you agree not to display or use in any manner the iGliss logos and other properties.

21. Notice and Procedure of Making Claims of Copyright or Intellectual Property Infringement

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide iGliss's Copyright Agent the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

·    a description of the copyrighted work or other intellectual property that you claim has been infringed;

·    a description of where the material that you claim is infringing is located on the site;

·    your address, telephone number, and email address;

·    a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

·    a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

iGliss's Copyright Agent can be reached as follows:

By email: info@iGliss.com

22. General Information

Entire Agreement. The TOS constitute the entire agreement between you and IGliss and govern your use of the Service, superseding any prior agreements between you and IGliss. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other iGliss services, affiliate services, third-party content or third-party software.

Choice of Law and Forum. The TOS and the relationship between you and iGliss shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and iGliss agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California.

Waiver and Severability of Terms. The failure of iGliss to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

No Right of Survivorship and Non-Transferability. You agree that your iGliss account is non-transferable and any rights to your iGliss I.D. or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the TOS are for convenience only and have no legal or contractual effect.

23. Violations

Please report any violations of the TOS to iGliss. info@igliss.com.