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Lifestyle Wireless, Inc. (LSW)
MICRO-DONATION MOBILE COMMERCE SERVICES AGREEMENT FOR TEXT A DAY SERVICE
(ONLINE)
Note to Company: By clicking "I ACCEPT" below and/or using the Platform, you are indicating acceptance and agreement with all terms and conditions of this Agreement.
This agreement ("Agreement") shall become effective immediately upon your ("Company") acceptance of this Agreement as described above ("Effective Date"). The Agreement is made and entered into by and between Lifestyle Wireless, Inc., a Washington corporation ("Lifestyle Wireless") and the Company.

ONLINE MASTER SERVICES AGREEMENT
Terms and Conditions


1. DEFINITIONS

As used herein, the following terms have the following defined meanings:

1.1 "Campaign" means a particular offering or program by Company as specified in an Exhibit attached hereto whereby LSW will deliver Messages to End Users.

1.2 "Change" shall mean a change in Federal or State law, industry standard or policy, regulation, or Operator policy or procedure.

1.3 "Content" means data, application, text, audio, video, music, graphics, photographs, artwork and other materials in digital electronic form contained in a Message.

1.4 "Data Service" means the services used for distributing messages to and from End Users on behalf of Company.

1.5 "Device" means a wireless device that is able to send and receive Messages.

1.6 "End User" means any Subscriber who is registered with or has otherwise authorized Messages to and from Company.

1.7 "End User Information" means any demographic or personal information, identifying information, data or records relating to End Users and/or their use of the Content and/or Messages.

1.8 "Intellectual Property Rights" means all intellectual property rights throughout the world, whether existing under intellectual property, unfair competition or trade secret laws, or under statute or at common law or equity, including but not limited to: (i) copyrights, trade secrets, trademarks, trade names, patents, inventions, designs, logos and trade dress, 'moral rights,' mask works, rights of personality, publicity or privacy, and any other intellectual property and proprietary rights; (ii) any application or right to apply for any of the rights referred to in this clause; and (iii) any and all renewals, extensions and restorations thereof, now or hereafter in force and effect.

1.9 "Message" means a single message sent by SMS, MMS, mobile web, email, IM, mobile tagging or other transport method.

1.10 "MMS" means a multi-media message service message that may include audio and/or images and/or video in addition to text.

1.11 "Operators" means the mobile operators in the Territory.

1.12 "Payment Service" means the services used for collecting and distributing funds collected from End Users on behalf of Company.

1.13 "Service" means collectively the Data Service and Payment Service.

1.14 "Short Code" means a unique code that enables the Operator, Third Party Provider and/or LSW to identify the intended recipient of a Message and route the Message appropriately.

1.15 "SMS" means a short message service text message with up to one hundred sixty (160) characters of 7-bit ASCII text or one hundred forty (140) bytes of data.

1.16 "Subscriber" means any user of an Operators' network who is registered or otherwise authorized to access such network.

1.17 "Term" means as set out in Section 6 of this Agreement.

1.18 "Territory" means the world.

1.19 "Third Party Provider" means a third party involved with the distribution, transmission, and facilitation of the Messages.

1.20 LSW Materials" means any graphics, images, content, links to Products, or other materials provided by LSW to Company.

1.21 "LSW Partner(s)" means those third parties with whom LSW has partnered (in the form of referral, preferred provider and other relationships) in order to ensure LSW's customer's mobile payment needs are met, which services include, without limitation, merchant account and gateway services.

1.22 "LSW Policies" means any and all LSW standard policies for the Service and the Platform as referenced herein, including without limitation the Service Level Policy, and the Data Security and PCI Compliance Program Policy.

1.23 "Company Materials" means any graphics, images, content, links to Products, or other materials provided by Company to LSW for purposes of this Agreement.

1.24 "Company Service" means those portions of the user interface visible on the screen of any handheld mobile device through which a user of such device is able to navigate directly to the Service via a Link.

1.25 "Link" means a link to a Product that is supplied by LSW to Company or created by Company in accordance with the terms of this Agreement.

1.26 "Merchant Access" means the provision of access to the Platform by Company to qualifying Merchants for purposes of effecting Transactions (as applicable).

1.27 "Merchant Account Tool" means the Service's online account management tool that allows Company to register Products on the Service and otherwise manage Company's account, in each case in accordance with this Agreement and the Specifications.

1.28 "Merchants" means merchants of Products who have engaged Company to process purchase transactions for such Products (as applicable).

1.29 "Platform" means LSW's proprietary mobile payments platform, as described in the Specifications.

1.30 "Product" means a product (of Company or Merchants, as applicable) that is made available for purchase by Company on the Company Service and is registered by Company in the Service using the Merchant Account Tool; for purposes of this Agreement, "Product" shall include charitable donations.

1.31 "Transaction" means the payment processing event that effects the purchase of a Product by an End User who clicks through a Link to the Service.

2. LSW SERVICES

2.1 Data Service. LSW will provide the following Data Services to Company in accordance with the terms and conditions stated herein, provided that Company fulfills its obligations hereunder:

(a) Provide Company with reasonable technical information and/or specifications for Campaign;
(b) Format Content, as specified in writing by Company, into Messages for distribution to End Users;
(c) Procure, establish, set-up, manage, format and activate Short Codes necessary for the Services;
(d) Transmit Messages, as specified in writing by Company, to and from End Users;
(e) Manage relationships with Operators and Third Party Providers;
(f) Provide Data Services related support for Company during normal office hours;
(g) Manage and update End User Information associated with Campaign; and
(h) Establish, manage and update an electronic tracking system for Campaign.

2.2 Payment Service. LSW will provide the following Payment Services to Company in accordance with the terms and conditions stated herein, provided that Company fulfills its obligations hereunder:

(a) Manage relationships with Operators and Third Party Providers;
(b) Manage the billing for and collection of End User' fees and transactions in connection with Campaign;
(c) Provide support to Company for Payment Services related questions during normal office hours;
(d) Invoice Operators and Third Party Providers monthly for transactions;
(e) Collect payments from Operators, Third Party Providers for transactions; and
(f) Submit statements of corresponding transactions with payment.

3. COMPANY'S OBLIGATIONS

3.1 During the Term(s) of this Agreement, Company shall use LSW as their exclusive provider of all Services.

3.2 Subject to the terms and conditions herein, Company grants to LSW a worldwide, sub-licensable, royalty-free right and license during the Term to (i) send the Content and/or Messages to End Users; (ii) access and use End User Information in connection with this Agreement; and (iii) use, reproduce, distribute, and display Company's Intellectual Property in connection with this Agreement. Company shall be responsible for the procurement of any and all licenses, approvals, qualifications, permits or certificates required in connection with the Content, Messages or Campaign.

3.3 Provide LSW with written specifications for each Campaign. If LSW elects to accept the Campaign, LSW shall approve each Campaign in writing. Upon such approval, such specifications shall be attached to this Agreement as an Exhibit and will be included and incorporated by reference into this Agreement.

3.4 Provide LSW with any marketing materials, including advertisements and other materials, at least ten (10) days prior to any commercial release. In any marketing materials of Content or Messages, disclose to LSW with due consideration to relevant laws and regulations, all conditions pertaining to the use of the Content and/or Messages. Company agrees to work with LSW in creating and formatting the Content and/or Messages.

3.5 Company agrees: (i) not to distribute false, misleading information or information that is likely to be inflammatory or offensive to any material group of people or to Operators or Third Party Providers; (ii) not to send unsolicited Content or Messages to End Users; (iii) be responsible for and ensure that Content complies with all applicable laws and regulations; (iv) ensure that no Content is being used fraudulently; (v) at no time provide any Content which infringes or may infringe any third party Intellectual Property Rights; (vi) during the Term, it shall not rent, sell or share End User Information provided by LSW, without LSW's prior written consent.

4. INTELLECTUAL PROPERTY

4.1 This Agreement shall not operate as an assignment to Company of any source code, Short Code, or any other Intellectual Property Rights belonging to LSW and LSW shall retain ownership of or other interest in any such Intellectual Property Rights to which LSW may be entitled.

4.2 This Agreement shall not operate as an assignment to LSW of any Intellectual Property Rights belonging to Company and Company shall retain ownership of or other interest in any such Intellectual Property Rights to which Company may be entitled.

5. PAYMENT

5.1 Fees. In consideration for the performance of the Services, Company shall pay LSW the following fees as outlined in Exhibit A attached hereto:

5.1 Late Payments. In the event that any fees owing by Company to LSW are not paid, LSW has the right to off-set these fees against any amounts payable by LSW to Company.

5.2 Records and Inspection Rights. Both parties shall keep and LSWntain at its regular place of business at all times during the Term and for five (5) years following termination of this Agreement accurate books and records of account related to this Agreement. Subject to Section 5.1.2 above, each party may inspect such records of the other to verify rendered statements. Any such inspection shall be conducted on no more than one occasion in each one (1) year period, after reasonable notice and during regular business hours at the offices of the party to be audited. The audited party shall immediately pay the auditing party the amount of any underpayment revealed by an inspection.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall become effective upon the Effective Date of the Agreement and continue in force for one (1) year thereafter. Unless either party provides the other with written notice of termination at least thirty (30) days prior to the expiration of the then existing term, the Agreement shall automatically renew for successive one (1) year terms.

6.2 Termination. Either party may terminate this Agreement immediately upon written notice if the other party should become bankrupt or enter into liquidation proceedings. In case of breach hereunder, either party has the right to terminate this Agreement immediately after written notice to the other party specifying the breach, if the breach has not been cured within thirty (30) days after receipt of written notice specifying such breach. If this Agreement is terminated, each party is obligated to return to the other party all confidential or technical information and material originally supplied by that party. Termination of this Agreement shall be without prejudice to any rights that either party may have against the other under the terms of this Agreement which have accrued up to the date of termination. On termination of this Agreement those provisions of this Agreement capable of surviving termination shall continue in full force and effect.


7. CONFIDENTIAL INFORMATION

7.1 Confidential Information. Each party ("Recipient") acknowledges that in the course of LSW performing the Services each party may have access to certain Confidential Information of the other party ("Disclosing Party").

7.2. Duties. Recipient shall LSWntain the Confidential Information as confidential, and will not use it in any way, for itself or for any third party, except as required to achieve the purposes of this Agreement, nor disclose to any third party (except to Recipient's employees, consultants, contractors, attorneys, accountants and other advisors (collectively, "Representatives") who have a need to know such Confidential Information for purposes of Recipient's performance of its obligations under this Agreement and who have been informed of and are obligated to comply with the confidential nature of such information and of the terms of this Agreement). Recipient shall be responsible for any breach of this Agreement by any of its Representatives, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of any of Disclosing Party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information, but in no case less than reasonable care.

7.3 Exceptions. The obligations of the Recipient specified in this Section shall not apply to the extent any Confidential Information (i) is known to Recipient prior to receipt from Disclosing Party other than as a result of Recipient's breach of any legal obligation; (ii) becomes known (independently of disclosure by Disclosing Party) to Recipient directly or indirectly from a source having the legal right to disclose such Confidential Information; (iii) is or becomes publicly known, except through a breach of this Agreement by Recipient; or (iv) is required to be disclosed by Recipient to comply with applicable laws or governmental regulations, provided that Recipient gives Disclosing Party reasonable prior written notice of such disclosure sufficient to permit Disclosing Party to contest such disclosure and Recipient takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

7.4 Ownership of Confidential Information. The Disclosing Party is and shall rremain the exclusive owner of Confidential Information and all intellectual property rights therein. No license or conveyance of any such rights to the Recipient is granted or implied under this Agreement.


8. REPRESENTATIONS AND WARRANTIES

8.1 Necessary Authority. Each party hereby represents and warrants that it (i) has the full power, ownership interests and the right to enter into this Agreement and to grant the rights and licenses contemplated by this Agreement, without the need for any consents, approvals or immunities not yet granted and without any conflict with, breach of or default under its articles of incorporation, bylaws or other charter documents or any contract by which it is bound and (ii) has all required licenses, consents, approvals and permits from any person necessary to perform its obligations under this Agreement.

8.2 LSW Representations. LSW hereby represents and warrants that (i) the Services will function in material compliance with this Agreement; and (ii) it shall perform all Services in a good and workmanlike manner. The foregoing shall not be construed as a warranty that the Services will function without error.

8.3 Exclusive Remedies. For any breach of the warranties set forth in Section 8.2, Company's sole and exclusive remedy and LSW's entire liability shall be, at LSW's discretion, either: (a) correct the error that caused the breach of warranty; (b) re-perform the Services; or (c) in the event that LSW is unable to cure such breach, termination of this Agreement and return of the fees paid for such nonconforming Services. LSW does not warrant and shall not incur liability for the following: downtime, messaging delays, data loss or corruption, any Operator or Third Party Provider errors, delays in Operator or Third Party Provider payment or billing, End User errors, payment or activity, and issues in technical processing.

8.4 Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ALL MATERIALS, CONTENT, SERVICES, AND DELIVERABLES PROVIDED BY ONE PARTY TO THE OTHER PARTY HEREUNDER ARE PROVIDED "AS IS." THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRNGEMENT.

9. INDEMNIFICATION

9.1 LSW Indemnity. LSW shall defend, indemnify and hold harmless Company and its officers, stockholders, directors, employees, agents, successors and permitted assigns (separately and collectively, the "Company Indemnitee") from and against any action, liability, demands, loss, damages, costs and expenses, including reasonable legal fees (collectively, "Damages"), incurred by or brought against a Company Indemnitee relating or arising out a third party claim that the Services, as used within the scope of this Agreement, infringes any third party patent, trademark, copyright or other intellectual property right or misappropriates a third party trade secret, provided that Company: (a) notifies LSW in writing immediately of (but in no event more than five (5) business days after) receipt of the claim; (b) grants LSW sole control of the defense and settlement of the claim prior to taking any action in response to such claim; and (c) provides LSW, at LSW's expense, with all assistance, information and authority required by LSW for the defense and settlement of the claim.

9.2 Company Indemnity. Company shall defend, indemnify and hold harmless LSW and its officers, stockholders, directors, employees, agents, successors and permitted assigns (separately and collectively, the "LSW Indemnitee") from and against any Damages incurred by or brought against a LSW Indemnitee relating to or arising out of (i) the Content or Message (ii) any claims that a Campaign does not comply with all laws, ordinances regulations, rules and codes, provided that LSW: (a) notifies Company in writing immediately of (but in no event more than five (5) business days after) receipt of the claim; (b) grants Company sole control of the defense and settlement of the claim prior to taking any action in response to such claim; and (c) provides Company, at Company's expense, with all assistance, information and authority required by Company for the defense and settlement of the claim.

9.3 Exclusions. Notwithstanding the terms of this Section, LSW will have no liability for any claim of any kind to the extent it results from: (a) the combination, operation or use with the Services of any Content, product or services supplied by Company to the extent such claim could have been avoided if the products or services were not used in such combination; (b) failure of Company to use updates or modifications provided by LSW, including those provided to avoid infringement; or (c) compliance by LSW with designs, plans or specifications furnished by or on behalf of Company.

10. LIMITATION ON LIABILITY

10.1. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING FROM THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. EXCEPT FOR AMOUNTS OWED HEREUNDER AND CLAIMS ARRISING OUT OF SECTIONS 4.1, 7, AND 8, IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED AMOUNTS RECEIVED BY LSW.

11. GENERAL PROVISIONS

11.1 Operator and Third Party Provider Restrictions. Company acknowledges and agrees that Operators and Third Party Providers may impose certain requirements on Content, Messages and Services from time to time for which LSW has no control. Company agrees to comply with any such requirements. In the event that LSW and/or Company can not comply with such regulations, Company acknowledges LSW may suspend performance of the services hereunder. Company acknowledges and agrees that, with respect to Operators' network services: (a) one hundred percent of the Messages may not be delivered; and (b) neither LSW nor any Operator or Third Party Provider will be liable to Company for any Content or Messages deleted or not delivered, regardless of the reason for deletion or non-delivery including, without limitation, message processing or transmission errors. Neither LSW nor any Operator or Third Party Provider makes any representations or warranties regarding the quality, reliability, timeliness or security of the carrier communications services or that they will be error-free, uninterrupted, free from unauthorized access or that all messages will be delivered. Campaigns are also subject to requirements imposed by Operators, Federal and State Laws, policies, industry standards and other regulations or procedural mandates. Notwithstanding anything in this Agreement to the contrary, the terms set forth in this Agreement, and amendments and any Exhibits attached hereto, including but not limited to pricing changes set forth in the Agreement or Exhibits, may be amended or modified, in whole or in part due to a Change, and such Change shall be integrated into this Agreement and become enforceable as of the date of such Change.

11.2 Future Actions. The parties agree to do and perform and cause to be done and performed such further and other acts and things as may be reasonably necessary or desirable in order to give full force and effect to this Agreement.

11.3 Entire Agreement. The entire Agreement between the parties is contained in this Agreement. Neither of the parties shall be bound by any terms, conditions, definitions, waivers, warranties or representations with respect to the subject matter of this Agreement other than as expressly provided in this Agreement or duly set forth on or subsequent to the date hereof in a writing signed by a proper and duly authorized representative of whichever of the parties is to be bound thereby. Unless otherwise expressly provided, the provisions of this Agreement are for the exclusive benefit of the parties and not for the benefit of any other person, persons or legal entities.

11.4 Headings. The subject headings of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

11.5 Severability. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid or contrary to any existing or future law, such invalidity shall not impair the operation of this Agreement or affect those portions of this Agreement, which are valid.

11.6 Assignment. Subject to the following sentence, neither party may assign its rights and obligations under or transfer any of its interest in this Agreement, without the prior consent of the other party Notwithstanding the foregoing, either party may assign this Agreement or transfer any of its interest to any affiliate of such party, to a purchaser of all or substantially all of such party's assets, to a successor in interest of such party or as part of a corporate reorganization, consolidation or merger. This Agreement and each of the provisions hereof shall inure to the benefit of and be binding upon the parties and their respective successors, administrators and permitted assigns.

11.7 Relationship of the Parties. Nothing in this Agreement is intended or will be construed as creating a relationship of joint venture, partnership or employment between the parties hereto and each of the parties specifically acknowledges and agrees that their relationship is and shall be solely as independent contractors. Neither party shall hold itself out contrary to the terms of this Agreement, and neither party shall become liable for the representation, act or omission of the other party contrary to the provisions hereof.

11.8 Remedies Cumulative. Unless expressly stated herein, all rights and remedies of a party under this Agreement are in addition to the party's other rights and remedies and are cumulative, not alternative.

11.9 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.

11.10 Notices. All notices required or desired to be delivered or served pursuant to this Agreement may be delivered and served by personal delivery or by pre-paid, first class LSWl addressed to the intended recipient party at their respective addresses first written above, or at such other address as may have been designated in accordance with the provisions of this paragraph.

11.11 Non-Waiver. A waiver by either of the parties of any term or condition of this Agreement in any particular instance shall not be deemed or construed to be a waiver of such term or condition for the future, or any subsequent breach thereof whether or not of the same or similar nature. No course of dealings or continuing conduct of either party shall constitute a waiver of or amendment to any provision hereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either of the Parties.

Exhibit A
Data Rates and Package Pricing

Company may choose any package during registration By Clicking "I ACCEPT" on the package of choice and Company represents and warrants that the information Company provides below and on each of the attached forms is accurate, and that Company has read and understood, and will act in accordance with, all of the terms set forth in this Agreement and any supplemental documentation provided to LSW by Company.

Basic Package
Includes:
Donor database and reporting
1 opt-in keyword
1 donation keyword
Flash opt-in widget
Opt-in database/message scheduler
Online support

Messaging Rates:
Includes 5,000 messages / Mo. $0.04 each additional message

$10 donations:
$0.70 per donation

$5 donation:
$0.525 per donation

1 Year Term:
$199 per month

- - - - - - - - -

Enhanced Package
Includes Basic Package Plus:
Flash Donation Widget
Volunteer Manager
Facebook Application
iPhone Application
WAP data Collection Page

Messaging Rates:
Includes 10,000 messages / Mo. $0.03 each additional message

$10 donations:
$0.70 per donation

$5 donation:
$0.525 per donation

1 Year Term:
$399 per month

- - - - - - - - -

Interactive Package
Includes Enhanced Package Plus:
mRaiser
Multi-media Spark Widget

Messaging Rates:
Includes 20,000 messages per Mo. $0.02 each additional message

$10 donations:
$0.70 per donation

$5 donation:
$0.525 per donation

1 Year Term:
$799per month