Give on the Go, LLC General Terms of Service

Dated: July 2, 2009

The following terms of service (“TOS”) shall govern any understanding between Give on the Go, LLC (“Service Provider”) and a Client pursuant to any contractual agreement (“Agreement”) entered into between the parties with respect to Give on the Go providing certain mobile messaging and fundraising services on behalf of Client. These TOS also define the responsibilities of the parties to one another and are provided for informational purposes only until such time as they are incorporated by reference into any Agreement between the parties. Give on the Go reserves the right to modify these TOS anytime at its sole discretion.

1.0 – Service Description – Statement of Work

Client agrees to retain Service Provider to perform certain mobile fundraising and/or mobile messaging services for the benefit of the Client, as well as any related consulting services as may be required, to the extent specifically set forth in an Agreement entered into between the parties (the “Services”). Upon execution of such Agreement, Client hereby authorizes Service Provider to exercise such actions as may be necessary to perform the Services in accordance with the Agreement and any amendments thereof. Service Provider agrees to undertake the contracted Services and shall exert its reasonable best efforts to provide the Services in a conscientious and competent manner. The Services detailed in the Agreement may be modified from time to time, but only by written consent of the parties, which may be reflected in an amendment to the Agreement, or in an exchange of emails or certified phone calls between authorized individuals on behalf of the parties.

It is understood and agreed that the Services relate to mobile telecommunications and that the Service Provider is required to utilize the services and facilities of Carriers, mobile telecommunications gateways and aggregators; and server hosting and telecommunications/data transport facilities. Service Provider may use any such services and facilities as in its discretion are necessary for the ordinary conduct of its business. Client acknowledges that Service Provider delivers its service offering under the auspices of domestic Carriers and is subject to any constraints and limitations imposed upon it by certain Carriers and the Mobile Giving Foundation (“MGF”).

With respect to the Services to be provided under any Agreement between the parties, Client understands and acknowledges that while Service Provider intends to use its best professional efforts to achieve Client’s objectives, Service Provider does not and cannot guarantee success of any Client campaign objective or any particular end result.

2.0 – Nonexclusive Relationship

Client’s retention of Service Provider under the terms of an Agreement between the parties shall be on a non-exclusive basis, and nothing therein shall limit Service Provider’s right to offer and provide the same or similar services to other persons or entities. Client agrees that Service Provider reserves the right to change or modify its published generic service offering (including features) at its discretion and without notice. Service Provider will, from time to time, publish on its web site notices concerning its service offering, or make available this information by other means.

3.0 – Carrier Rules

Carrier Rules shall be included by reference in any Agreement between the parties and are generally defined as the rules, restrictions, and policies imposed by Carriers or an aggregator on the use of Short Codes, the provision of the Services, or marketing activities related to the use of Short Codes. Where inconsistencies exist between the terms and conditions of an Agreement between the parties, Carrier Rules take precedence over the provisions of the Agreement.

4.0 – Mobile Marketing Association Guidelines

Under any subsequent Agreement between the parties, Client shall agree to abide by the “best practices” guidelines of the Mobile Marketing Association (MMA), which may be reviewed and/or downloaded at http://mmaglobal.com/bestpractices.pdf.

5.0 – MGF Approval of Mobile Fundraising Activities

Participation by Client in any Services that involve mobile fundraising is subject to approval of the Client’s qualification for such purpose by the Mobile Giving Foundation. Client agrees to be bound by any terms and conditions that the MGF may impose once Client receives authorization for participation in the program by the MGF. Client is obligated to adhere to the MGF terms of service and remain in good standing with its mandatory guidelines for the term of the Agreement (refer to www.mobilegiving.org web site for details).

6.0 – Responsibilities of the Parties

Service Provider and Client bear certain responsibilities with respect to successful implementation and maintenance of Services to be provided pursuant to an Agreement between the parties. The general responsibilities of the parties under any subsequent Agreement are more fully set forth below and shall include, but not be limited to the following:

Client

1. Maintain compliance with terms of service of the Mobile Giving Foundation and remain in good standing with its stated mandatory guidelines.

1. Compliance with all state, federal and local jurisdiction rules and requirements with respect to its fundraising activities.

1. Adherence to Customer Best Practices guidelines proffered by the Mobile Marketing Association.

1. Creation, design, implementation and management of all aspects of Client’s marketing campaigns and fundraising activities with third party relationships.

1. Establish and maintain any personal web site, web page, or social network site that utilizes the Service Provider’s mobile giving links.

1. Make all monetary payments due to Service Provider in a timely manner.

1. Provide all reasonable information as may be requested by Service Provider in order to provide its services on behalf of Client.

Service Provider

1. Provide services as outlined in the Agreement

1. Remain in good standing as an approved Mobile Application Service Provider to the Mobile Giving Foundation.

1. Act as an interface and advocate with the Mobile Giving Foundation on behalf of Client

1. Assist Client with compliance with all applicable Carrier, Mobile Giving Foundation and industry rules.

1. Designate and maintain a Short Code for use by Client in its mobile giving fundraising activities.

1. Facilitate and manage all aspects of Keyword approval and maintenance.

1. Establish an API for Client’s web site as a means of soliciting donations

1. Provide consultation and support on effective mobile messaging and fundraising techniques

7.0 – Relationship of the Parties

The relationship of the parties under any subsequent Agreement is that of independent contractors, and not employee/employer, agent/principal, partners, joint venturers or franchisor/franchisee. Except as otherwise expressly provided for in any Agreement, neither party is authorized to make any representations or contract commitments on behalf of the other party, nor to bind or commit them in any way to any other third parties.

8.0 – Term of the Agreement and Cancellation Fee

Unless otherwise agreed to by the parties, the initial term of an Agreement shall commence on the date executed and continue for a period of twelve (12) months (”Initial Term”). Thereafter, unless otherwise agreed to in writing, the Agreement shall automatically renew for subsequent one year periods (”Renewal Period”) unless either party gives the other party written notice of termination at least thirty (30) days prior to the end of the Initial Term or Renewal Period, as the case may be. After completion of the Initial Term, there is no charge for termination by Client.

In the event that Client has not completed at least eight (8) months of its twelve (12) month term obligation under an Agreement, Service Provider shall be entitled to a cancellation charge equal to the sum of the remaining months of any Initial Term or Renewal Period times $250 per month.

9.0 – Payment for Services Rendered/Collection of Donations

In consideration for the Services rendered by Service Provider pursuant to an Agreement between the parties, Client agrees to pay to Service Provider remuneration in the amount and on the due dates specified in the Agreement, which shall constitute an agreed to rate and fee schedule. Monthly service fees shall be billed to Client’s credit card or drawn from its bank account under a duly authorized ACH agreement in advance of services provided for that monthly period beginning on the date of execution of the Agreement and thereafter on the monthly basis in a format that is mutually acceptable to the parties. Other charges including, but not limited to, Service Provider’s donation transaction fees shall be invoiced on a periodic basis, as dictated by Client’s fundraising campaigns, and shall be immediately due and payable. Amounts invoiced will be deemed accepted unless challenged by the Client within 5 business days following Service Provider invoice, and collected in the next Service Provider billing cycle.

The Mobile Giving Foundation is obligated to forward 100% of donated funds to Client within 30 days of receipt from the Carriers, who may take up to ninety (90) days to remit the aggregated donations. Method of payment of such donated funds is at the discretion of the MGF and Service Provider bears no responsibility for payment or collection of donated funds. Along with Client’s remittance of funds from the Mobile Giving Foundation, Client will receive a detailed remittance report posted to Client’s account outlining each marketing campaign through the use of a specified keyword(s).

10.0 – Successors and Assigns

The rights of Service Provider and obligations of Client under any Agreement shall inure to the benefit of Service Provider’s assignees, licensors, and licensees, if any. The Agreement is not assignable or transferable in whole or in part by Client without the prior written consent of Service Provider. Service Provider may assign the Agreement without Client’s consent, to any subsidiary or affiliate, or to any entity which acquires all or substantially all of the stock of Service Provider or the assets of Service Provider, or any applicable major division, unit, or subsidiary of Service Provider. Service Provider may subcontract certain of its obligations under the Agreement provided that Service Provider shall remain ultimately liable for the performance of subcontractor.

11.0 – Governing Law, Venue, Mediation

Any Agreement between the parties shall be governed in accordance with the laws of the State of Florida, without regard to its conflicts of laws principles. The courts of Miami-Dade County shall have personal and subject matter jurisdiction over all matters arising under the Agreement and shall be the exclusive venue for any action arising between the parties. Any legal action brought pursuant to an Agreement shall be brought only in the state or federal courts of Florida and shall be initiated within a period of one (1) year following the discovery, by the party bringing such action, of the event giving rise to the cause of action. The parties agree to submit to non-binding mediation of any dispute prior to the filing of an answer to any lawsuit brought by one of the parties.

12.0 – Disclosure and Confidentiality

Client agrees to cooperate fully with Service Provider in the performance of its responsibilities under any Agreement entered into between the parties, and it shall make available to Service Provider such information, documents, and data in its possession which Service Provider’ reasonably deems necessary to perform its obligations. All information provided to Service Provider which is proprietary or confidential in nature and so marked by Client shall be treated by Service Provider as confidential and shall not, except to the extent necessary in its performance hereunder, be disclosed to parties outside Service Provider or Client. Similarly, Client shall treat as confidential all information that is proprietary or confidential in nature to Service Provider and so marked by Service Provider. Confidential information shall not include information which (a) was already known to the other party prior to its disclosure by a party hereto, or (b) was publicly available at the time of its disclosure, or subsequently becomes so without violation by either party or its obligations hereunder; or (c) is rightfully received by Service Provider or Client from third parties without obligation of confidentiality to the other party; or (d) is independently developed by the party in receipt of such information; or (e) is required to be disclosed under law.

13.0 – Indemnification

Client acknowledges the importance of strict compliance with the laws, statutes, and regulations of the jurisdictions in which it intends to operate. Client further acknowledges that Service Provider relies upon the responsible actions, representations and reliable information provided by Client in the performance of its obligations under any Agreement entered into between the parties. Client agrees to indemnify Service Provider for all losses that may devolve to Service Provider as a consequence of willful misconduct by Client or by false, misleading, or erroneous information provided to Service Provider by Client.

14.0 – Limitation of Liability and Disclaimer of Warranties

NEITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF SUCH PARTY HAS BEEN OR WILL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, SERVICE PROVIDER’S MAXIMUM LIABILITY FOR ANY AND ALL CLAIMS RELATING TO ANY AGREEMENT BETWEEN THE PARTIES, WHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE, INFRINGEMENT OF ANY RIGHTS OF ANY PARTY OR THIRD PARTY, PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR CLAIM WHATSOEVER, SHALL NOT EXCEED THE NET REVENUES EARNED BY SERVICE PROVIDER UNDER AN AGREEMENT.

OTHER THAN AS SPECIFICALLY SET FORTH IN THE AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER ARISING UNDER ANY STATUTE, LAW, COMMERCIAL USAGE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

15.0 – Notices

All notices given pursuant to an Agreement between the parties shall be in writing sent by certified or registered mail (return receipt requested), overnight express service or by facsimile. All such notices shall be directed to Client or Service Provider at the address set forth in the Agreement unless either party notifies the other in writing of a new address

16.0 – Force Majeure

Neither party shall be liable for any default or delay in the performance of its obligations under an Agreement entered into between the parties if and to the extent such default or delay is caused by: fire, flood, earthquake, elements of nature or acts of God; riots, civil disorders, rebellions or revolutions in any country; or any other similar cause beyond the reasonable control of such party. In such event the nonperforming party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such party continues to use its best efforts to recommence performance or observance without delay.