MyWay Beta Terms of Use Agreement

The current version of this contract was first posted on February 13, 2009.

The following Terms of Use (and the Privacy Policy which is hereby incorporated by reference) form a legally binding contract between you (‘member’) and MyWay Interactive, Inc. (‘MyWay’). MyWay is the owner and operator of a collaborative online business contact management and information exchange, including related services and systems (collectively the ‘System’). You desire to have authorized access to the system. MyWay authorizes access to its system subject to the following terms and conditions of use (‘Terms’). Your access to or use of the system is explicitly conditioned upon your compliance with the Terms and MyWay does not give you permission to use the System except pursuant to these terms. This agreement is void where prohibited.

In consideration for the mutual promises contained herein, you and MyWay accept and agree to the following terms:

Section 1 - Age and Capacity

Only registered members who are age 18 or older may access the System. By registering for an account, you certify that you are at least 18 years old, yo have the legal capacity to form a binding contract and are not a person barred from accessing the System under the laws of any applicable jurisdiction.

Section 2 - Registration

You are required to complete a registration process. You certify, represent and warrant that the information you provide is true, accurate, complete, current, and that it belongs to you. You shall keep your information complete and up-to-date at all times. Failure to maintain your registration information may cause your access to the System to be interrupted, suspended or terminated. You are responsible for monitoring your account, changing your password periodically and notifying MyWay immediately of any unauthorized use or breach of security of your password. You agree that you will be responsible for any and all uses of your account.

2.1 Screen Name

You must select a unique screen name as your public identity on the System. Your screen name identifies you to other members. To protect your privacy, you should choose a screen name that does not reveal your identity.

3. Consent

Your contacts are not automatically entered into the System’s business contact database. You may choose to upload contacts.

Section 4 - License & Use

Subject to the terms and conditions of this Agreement, MyWay hereby grants you an individual, personal, limited, restricted, non-exclusive, non-transferable, non-sub licensable, revocable, and terminable license to access the Services. Your license is limited to one authorized user per account.

You certify, represent, warrant and agree that you shall use the System and all information made available through the System for legal and legitimate business purposes and in a manner that complies with all applicable local, state, national and international laws, regulations or conventions at all times.

Section 5 - Intellectual Property and Proprietary Rights

The System and the information made available through the System are subject to copyright, trademark, intellectual property, trade secret and other proprietary rights and their use by you beyond the terms of this contract is strictly prohibited without prior express written authorization. All rights are reserved.

You shall not copy, reproduce, duplicate, publish, display, transmit, distribute, give, sell, trade, resell, market, offer for sale, distribute, modify, create derivative works or otherwise exploit for valuable consideration any information made available to you through the System without the express written consent of MyWay.

Section 6 - Cancellation

You may cancel your account at any time and for any reason.

Section 7 - Termination

MyWay may suspend or terminate your account at any time, for any reason and without prior notice. Suspected System misuse will result in your immediate termination. You will no longer have access to the System.

Section 8 - Code of Conduct

This section sets forth the MyWay Code of Conduct (‘Code’). All members and visitors MUST fully comply with this Code at all times. You certify, represent and warrant that you will not violate this Code.

8.1 Inputting, importing and uploading Information

You shall not enter illegal or improper information (as determined in MyWay’s sole discretion) into the System, including, without limitation, the following:

• any information that is false, inaccurate, incorrect, incomplete, inexact, outdated or otherwise wrong;

• any information subject to confidentiality, non-disclosure, non-competition, trade secret or proprietary rights, limitations or restrictions;

• any information that infringes the copyrights or intellectual property rights of others;

• any home, mobile or cellular telephone numbers;

• any information that is sexually explicit, profane, pornographic, immoral, obscene, vulgar, offensive, violent, dangerous, harmful, threatening, abusive, harassing, hateful, discriminatory or racially, ethnically or otherwise objectionable;

• any information that is defamatory, libelous or invasive of privacy or publicity rights of others;

• any information that is actionable or may subject MyWay to legal action or liability of any kind;

• any information that violates any applicable local, state, national or international law, regulation, or convention.

8.2 Use of the System

MyWay has no actual control over your use of information outside the System. You shall not use the System or information made available through the System for any purposes or in any manner that is illegal or improper, including, without limitation, the following:

• for any purpose, activity or in any manner that is criminal, illegal or actionable;

• in violation of any local, state, national or international laws, regulations or conventions;

• to illegally ‘spam’ anyone or to sell, give, make available or otherwise distribute information to a spammer or for the purpose of spamming;

• for unethical marketing activities;

• to associate, attribute, collect, store, distribute or otherwise process any non-business information related to anyone;

• to communicate with anyone using language or in any manner that is sexually explicit, profane, pornographic, immoral, obscene, vulgar, offensive, violent, dangerous, harmful, threatening, abusive, harassing, hateful, discriminatory, or racially, ethnically or otherwise objectionable.

8.3 Acts against the System

You shall not attempt to or engage in potentially harmful acts that are directed against the System including, without limitation, the following:

• causing, allowing or assisting any other person to use your account or impersonate you;

• forging screen names, manipulating identifiers or otherwise impersonating any other person for any reason;

• emulating or faking usage of the System;

• falsely stating or otherwise misrepresenting your affiliation with any person or entity;

• introducing viruses, worms, software, Trojan horses or other similar harmful code into the System;

• causing, allowing or assisting machines, bots or automated services to access or use the System without the express written permission of MyWay;

• tampering with the operation, functionality or the security of the System;

• attempting to override or circumvent any security or usage rules embedded into the System that permit digital materials to be protected;

• misusing, tricking, disrupting or otherwise interfering with the System.

8.4 Suspected Misuse and Penalties

MyWay shall be the sole and final arbiter of suspected Code violations, misuse and penalty. Suspected violations may result in penalties for misuse including, without limitation, one or more of the following:

• Suspension;

• Termination;

• Legal action.

MyWay reserves the right to seek civil, criminal or injunctive relief, at its sole discretion and without obligation, to enforce this code.

Section 9 - Legal Notices

9.1 Interruption and Errors

MyWay does not guarantee that the System will be uninterrupted or error-free. MyWay may modify, amend, adapt, supplement, suspend, discontinue, terminate or make other similar changes, temporarily or permanently, to the System, or any portion thereof, at its discretion, with or without notice.

The System may be interrupted, delayed or unavailable for your access from time to time for reasons beyond MyWay’s control including, but not limited to, the following: routine data compilation, service and maintenance; attacks, interference or interruption by the acts of third parties; earthquake, flood, fire, storm or other natural disaster; war, terrorism, armed conflict; labor strike, lockout or boycott; power failure or blackout; or other unforeseen or unavoidable events. MyWay shall not be liable to you or to any third party for routine, unforeseen or unavoidable interruption, delay or unavailability of the System.

9.2 Securing Member Information

MyWay does not guarantee the security of information and shall not be responsible for infiltration, or information loss, provided that commercially reasonable practices have been used.

9.3 Reliance and Assumption of Risk

Use of the System is at your sole discretion and risk. You agree that you have independently evaluated the desirability of using the System. You are not relying on any representation, guarantee, or statement other than this contract. You shall not rely on the accuracy, completeness, usefulness or legality of the System or any information made available through the System at any time. You shall bear all risks of and are solely responsible for your use of the System and all information made available to you through the System. MyWay does not guarantee the accuracy of the data entered on a users profile even if ‘validated’. The trading preference profile, ‘do not trade with these companies’ is not warranted to be accurate. Contact data provided via ‘trade’ is not warranted to be accurate.

9.4 Disclaimer of Warranties

MYWAY MAKES NO REPRESENTATION, GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, RELATED TO THE SYSTEM, THE INFORMATION MADE AVAILABLE THROUGH THE SYSTEM OR THEIR RESPECTIVE USES. THE SYSTEM AND THE INFORMATION MADE AVAILABLE THROUGH THE SYSTEM MAY CONTAIN ERRORS AND/OR BUGS AND MAY PRODUCE UNEXPECTED RESULTS. THE SYSTEM AND THE INFORMATION MADE AVAILABLE THROUGH THE SYSTEM ARE PROVIDED ‘AS IS.’

ANY AND ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

9.5 Limitation of Liability

YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT MYWAY SHALL NOT BE LIABLE FOR ANY GENERAL, SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, INFORMATION, BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES) WHATSOEVER ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SYSTEM, INCLUDING THE CONDUCT OF ANY THIRD PARTY, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT MYWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. MYWAY SHALL NOT BE LIABLE FOR THE ACCURACY OF ANY DATA IN THE SYSTEM OR ANY CONTACT DATA ACQUIRED BY TRADES. MYWAY SHALL NOT BE LIABLE FOR THE BLOCKING OF ANY TRADES BASED ON INFORMATION CONTAINED IN A USERS PROFILE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. APPLICABLE LAW MAY NOT ALLOW LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE DIRECT DAMAGES AVAILABLE TO YOU UNDER THIS CONTRACT EXCEED $100 OR THE AMOUNT PAID BY YOU TO MYWAY IN THE PREVIOUS SIX MONTHS, WHICHEVER IS LESS.

9.6 Indemnification

You agree to indemnify, defend, and hold MyWay harmless against any loss, damage, cost, allegation, liability, expense, claim or demand, including court costs and reasonable fees for attorneys or other professionals, made by any third party resulting from your use of the system or information made available through the system.

9.7 Legal Inquiries and Requests

In response to a verified request by law enforcement or other government officials relating to a criminal investigation or alleged illegal activity, you agree and authorize MyWay to disclose information about you without a subpoena.

MyWay, at its sole discretion, may assist third parties to protect their rights in the event that illegal or improper information is entered into or made available through the system or information made available through the system is used for illegal or improper purposes. MyWay may disclose information about you as required by law or to comply with legal process, to report suspected illegal activities or to protect the rights, property or interests of MyWay. MyWay reserves the right and discretion, without obligation, to enforce this contract by any appropriate legal means available.

9.8 Choice of Law, Jurisdiction, Forum and Remedies

This contract shall be governed by California law, regardless of the choice of law rules of any jurisdiction.

9.9 Changes to this Agreement

MyWay may change this contract at any time. Changes to this contract will be prominently posted to the System. The most current version of the Terms of Use will supersede all previous versions. Changes shall take effect, unless otherwise indicated, thirty (30) after posting. If you do not agree with any changes, you have the option of canceling your account prior to the changes taking effect. Your use of the system or continued use of the system after changes take effect means that you agree to be bound by such changes.

Section 10 - Miscellaneous Terms

10.1 Third Party Links

Our System contains links to other sites. MyWay does not control or endorse those sites by linking to them. You are solely responsible for your use of those sites.

10.3 No Third Party Beneficiary

This contract is only for the benefit of you and MyWay. No third party has any right, claim or interest under this contract as a third party beneficiary.

10.4 Assignment

You may not assign or transfer your rights or obligations under this contract.

10.5 Waiver

Delay or failure to enforce any terms of this contract is not a waiver of such terms.

10.6 Entire Contract

These terms, together with all applicable Plan Details, form the entire agreement between you and MyWay and supersede all related communications and prevail over any other provisions relating to its subject matter.

10.7 Severability of Terms

If any terms of this contract are found to be unenforceable, all remaining terms shall continue in full force and effect as allowed by law.

10.8 Headings

Headings are used for convenience and are not to be used for meaning or intent.

10.9 Correspondence and Notices

All notices required by this agreement may be sent by email to admin@mywayinteractive.com or by registered mail to:

MyWay Interactive

440 N Wolfe

Sunnyvale, CA 94085

Notices are effective upon receipt.

I HAVE READ THIS CONTRACT. I UNDERSTAND, ACKNOWLEDGE AND ACCEPT ITS TERMS. I CONSENT AND AGREE TO BE HELD TO THESE TERMS.