GENERAL TERMS OF USE AGREEMENT

Effective Jan 1st 2006

Set forth below are the terms and conditions (these "Terms and Conditions") governing the Mtogo website and services, which may expand or change from time to time (the "Website"). Mtogo("Mtogo"), of San Diego, California, is the sole owner and operator of the Website; the terms "you" or "your" refers to an individual, representing yourself or, if applicable, acting as a legal representatives for a group, business entity or corporation.

IMPORTANT

Carefully read and review the following terms and conditions. By availing yourself of the website or related services, you are consenting to be bound by these terms and conditions as such terms may be modified from time to time as described below. You are responsible for regularly reviewing these terms and conditions for modifications. Your continued use of the service indicates your knowledge and acceptance of the agreement and any subsequent modifications.

Welcome to Mtogo. This agreement ("Agreement") is a contract between you and Mtogo and governs your use of the Mtogo Website, all Downloads (defined below) and the "Services" provided by the Mtogo Website. The Mtogo Website means this web site, as accessed by the following domain name: www.Mtogo.com; it does not refer to any other web site linked to or from this web site. By completing the registration process and accepting this Agreement, you represent that you have read and understood this Agreement and agree to be bound by its terms and conditions. If you do not agree to be bound by (or cannot comply with) any of the terms and conditions of this Agreement, do not continue the registration process or attempt to access the Service.

DESCRIPTION OF SERVICE

Mtogo currently provides users with access to various mobile and online services, including various types of mobile media. These services include downloadable mobile entertainment, such as ring tones, voice mail, mobile BLOGS, games, and graphics (collectively, the "Downloads"). Once properly registered and after making proper payment, you will be permitted to download to compatible wireless telephones and other compatible devices certain Downloads through the Service.

You understand and agree that Service may include advertisements or communications from our sponsors. You also understand and agree that the service may include certain communications from Mtogo. If you do not want to receive such information, you can opt-out from receiving such material by so indicating in your user profile. All new features that improve or enhance the current Service, including the release of new Mtogo products, shall be subject to the Terms and Conditions. Mtogo reserves the right to review and remove communication materials in its sole discretion.

You assume total responsibility and risk for your use of this Service. Mtogo does not make any warranties, express or implied, representations or endorsements with regard to the Service, merchants, information, or products offered on this Website.

Mtogo 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 Mtogo shall not be liable to you or to any third party for any discontinuance, suspension or modification of the Service.

You are responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime and SMS charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.

You understand and agree that the Service is provided "AS-IS" and that Mtogo assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. No warranties of any kind are given nor implied. You are responsible to determine if your/his/her mobile phone is compatible with the service provided. Mtogo Downloads only work on SELECT phones and carriers. In addition, your cell phone account needs to be Internet-enabled to download the ring tone. Mtogo will not give refunds if you download or attempt to download services from Mtogo to incompatible phones or carriers or if your cell phone account is not Internet enabled.

By agreeing to these terms and conditions you have acknowledged and represent that you have independently determined the compatibility of your phone with this Service. We do not warrant this service will be uninterrupted or error-free. There may be delays, omissions, interruptions and inaccuracies in the news, information or other materials available through this Service. We are not responsible for the availability or content of third party services that may be linked to this Service. We do not make any representations, nor do we endorse the accuracy, completeness, timeliness or reliability of any advice, opinion, statement or other material or database displayed, uploaded or distributed in this Service or available through links in this Service. We reserve the right to correct any errors or omissions in this Service. We do not guarantee or warrant that this Service or materials that may be downloaded from this Service do not contain viruses, worms, or other destructive materials. We are not liable for any damages or harm attributed to such features. If you rely on this Service and any material available through this Service, you do so solely at your own risk.

REGISTRATION OBLIGATIONS

In order to use the Service, you must register and provide certain information (e.g., name and billing information) to Mtogo ("Registration Data"). You agree that you will use the Service only in the country or territory where you currently reside. You agree to provide current, complete and ACCURATE registration data at the time you register and that you will update your registration data as necessary to keep it current, complete and accurate in the "Profile" area, of the Mtogo website.

DOWNLOADS

You understand and acknowledge that the contents of this website are owned by Mtogo, its business partners, affiliates and/or licensors, as applicable, and are protected by intellectual property laws. Mtogo grants you a limited, non-exclusive, non-transferable, revocable right to download the Services to your compatible device solely for your own non-commercial use. You understand and agree that you may not download, reproduce, modify, display, perform, transfer, distribute or otherwise use the Services except as expressly provided in this Agreement. You understand and agree that you may not authorize, encourage or allow any Services used or obtained by you to be reproduced, modified, displayed, performed, transferred, distributed, or otherwise used by any other party, and you agree that you will take all reasonable steps to prevent any unauthorized reproduction and/or other use of them. You are responsible for any contents uploaded in your personal phone and that you are not uploading and/or storing items that would infringe US Copyright laws.

LOSS OF RIGHTS

Mtogo's rights to make certain downloads available to you may expire. In such event, Mtogo will not deliver to you the license necessary to play back any such Downloads after the end of the period in which such rights expire. If Mtogo ceases making any such rights available, Mtogo will not refund any portion of your fees, but you may contact customer support to receive appropriate replacement rights.

CHARGES / BILLING

Agreement to Pay: The price of any Product(s)/Service(s) purchased through the Site will be the price specified in the Site at the time of your purchase. Payment may be made via such methods as are supported on the website, including various credit/debit/prepaid cards. Upon presentation of the "card" the purchaser warrants that he/she is the cardholder or has the permission of the cardholder to use the cards and that the billing information provided is accurate. Mtogo will not issue refunds based upon inaccuracies represented by the purchaser. By completing the registration process, you authorize Mtogo to charge the appropriate fees to your designated credit/debit/prepaid card.

Electronic Contracts: Mtogo may include in the Service the ability for you to make electronic purchases. You acknowledge and agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of and to pay for such purchases. You may withdraw your consent to enter into such electronic agreements by giving written notice to Mtogo, but if you do so, you will not thereafter be able to make any electronic purchase(s). To the extent that such electronic purchases are offered to you by a third party, you acknowledge that Mtogo shall not be responsible or liable to you for the products or services purchased. The provisions of this paragraph do not apply to your agreement and arrangements to pay fees to Mtogo for Downloads; that arrangement is addressed in the Agreement to Pay section above.

Right to Change Fees: Mtogo reserves the right to change fees. Mtogo will provide you with reasonable notice of such change. If you do not accept the new fees (which will be applicable on a prospective basis only); you will have seven (7) business days from such notice to cancel your subscription and/or your account.

Taxes: Mtogo reserves its right to collect applicable taxes and impose premium surcharges for certain features of the Service.

Refunds: You understand and accept that you are purchasing a service, and upon purchase all services are immediately accessible to member and are therefore not cancelable and no refunds will be issued.

Resale: In addition to the restrictions set forth above, you acknowledge and agree that you may NOT copy, distribute, sell, resell or exploit for any commercial purposes, any portion of the Service (or any Downloads accessible on or through the Service), or your user name or password.

CANCELLATION/PLAN CHANGES

You can cancel your account by delivering notice to Mtogo at support@Mtogo.com. Cancellation for subscribers will take effect at the end of the Subscription month during which you deliver notice to Mtogo and will take place immediately for all other members. Mtogo will send you an acknowledgement email confirming the same. If you are a subscriber who cancels his or her account near the end of the Subscription Month and your credit/debit card is charged for the next month's fee, please contact support@Mtogo.com to have that charge refunded.

If you are a monthly subscriber, you may change to a different plan, where available. If you choose to upgrade your plan, you will be charged the difference between the current and upgraded plan for the then-current Subscription month. If you choose to downgrade your plan, you will be charged the lesser amount for the new plan during the next Subscription month.

DELIVERY

Delivery of any Product(s)/Service(s) purchased through the site will be made directly to your cellular phone. The details of the delivery process will be provided to you at the time of purchase. Delivery is conditional. In order for proper delivery, your cellular phone must be turned on; capable of receiving the Product(s)/Service(s) that you have purchased; and set to receive text messages. Please make sure your phone is compatible for receiving the Product(s)/Service(s) that your have purchased. Typically, delivery of the Product(s)/Service(s) occurs within a matter of seconds. You will have 3 days to download the content to your phone. If the Product(s)/Service(s) have not been successfully delivered, please notify us within 7 days. If you do not notify us within this period, we will presume that the Product(s)/Service(s) have been received. Mtogo will refund any payment, provided that the Product(s)/Service(s) non-delivery to the cellular phone is NOT the result of the Purchaser's error. If the Purchaser's error caused the non-delivery, payment will not be refunded.

ABUSE

You may not use the Service (or any part of it) to upload, post, transmit, display, perform or otherwise make available to other subscribers, members or third-parties any messages, content or materials that are illegal, obscene, threatening, defamatory or invasive of privacy; violate (intentionally or unintentionally) a contractual, fiduciary or confidentiality obligation or duty you have to any third party; infringe intellectual property or other third-party rights; harm minors in any way; comprise or contain software viruses or other computer code designed to interfere with or disrupt the Service or any network or servers connected to or by the Service. In addition, you may not use a false email address, impersonate any person or entity, or otherwise mislead other subscribers, members or third parties as to your identity. You understand and agree that any loss or damage of any kind that occurs as a result of your own wrong doings is solely your responsibility.

Any behavior deemed abusive includes, but is not limited to the paragraph set forth above. The remedies include but are not limited to 1) terminating/suspending the abuser's account 2) blocking abuser's IP address to prevent further access 3) if necessary, pursue legal action. Mtogo shall have no liability or responsibility to you, and Mtogo will not refund any portion of your fees charged to date.

COMPLAINTS

If you believe any Content being used on this Website is in violation of your rights, you may notify Mtogo by providing all requested information in the manner described in numbers (1-8) below. Mtogo only shall use information provided by Complainants in accordance with its then-current Privacy Policy and as reasonably necessary to address any allegations contained therein, which may include disclosing some or all of the information to Content Providers. In most cases, soon after receiving written notice alleging infringement, Mtogo will remove the allegedly infringing Content.

1) Complainants' full name and if applicable, the name of the business entity represented.
2) Complainants' mailing address and if applicable, the mailing address of the business entity represented.
3) Complainants' daytime telephone number.
4) Complainants' email address, if any.
5) Description or identification of the Content which is in question.
6) Basis for asserting this complaint.
7) URL of all web pages on the Website where the Content is known to be located.
8) Reprint the following sentence: "By submitting this complaint to Mtogo, under penalty or perjury and to the best of my knowledge I attest that none of the information provided herein is false or misleading, I am the person identified in No. 1 above."
9) Submit- (a) by email, sign electronically, then transmit to legal@Mtogo.com; subject: "Complaint; or (b) by facsimile, sign physically then fax to (858) 622-1255, Attention: Complaint; or (c) mail, sign physically then mail to Mtogo. 6150 Lusk blvd, Sute B202 San Diego, California 92121.

Please note that Mtogo will be happy to cooperate with anybody who questions our operation.

INTERNATIONAL CONSIDERATIONS

Currently, the Service is only available to the residents of the United States. You understand and acknowledge that you may not sign up for, access, or attempt to access or use the Service from countries outside of the U.S. You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission, Downloads, or any other content subject to restrictions under such laws to a national destination or person prohibited under such laws.

COPYRIGHT INFORMATION

General: The Service, including the Downloads, and portions of them, may contain or comprise copyrighted and/or proprietary subject matter. Your rights with respect to your use of the same are governed by all the terms and conditions of this agreement, all applicable laws, including but not limited to intellectual property laws, and any applicable end-user license agreements. For avoidance of doubt, your use of the Service and the Downloads is under license; you will not obtain any ownership interest in any of them through this Agreement or otherwise.

TRADEMARK

All trademark, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with the Service are the property of Mtogo and/or its affiliates, licensors and/or licensees. You may not copy, display or use any of these marks without prior written permission of the mark owner.

LIMITATION OF LIABILITY

Mtogo, their officers, directors, shareholders, parents, subsidiaries, affiliates, agents, proprietors, webmasters, moderators, or licensors are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including lost revenues or profits, loss of business or loss of data, in any way related to this Service or for any claim, loss or injury based on errors, omissions, interruptions or other inaccuracies in this Service (including without limitation as a result of breach of any warranty or other term of this Agreement), even if Mtogo was advised of the possibility of such damages. Any claim against us shall be limited to the amount you paid, if any, for use of this Service.

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. Your correspondence or business dealings with , or participation in promotions of or with parties found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations applicable to such dealings, are solely between you and such parties. You specifically agree that Mtogo is not responsible or liable for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another's rights, including intellectual property rights.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Mtogo as a result of this agreement or use of the Mtogo Website. You agree to indemnify and hold Mtogo, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct on the Mtogo Website. Mtogo reserves the right to disclose any personal information about you or your use of the Mtogo Website, including its contents, without your prior permission if Mtogo has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights or property of Mtogo or its affiliated companies; (3) enforce the terms or use; or (4) act to protect the interests of its members or others.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Mtogo with respect to the Mtogo Website (www.Mtogo.com) and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Mtogo with respect to the Mtogo Webite.

These Terms and Conditions are governed in all respects by the laws of the State of California, USA. Legal proceedings related to the matters herein shall be brought in and adjudicated solely in the courts of the State of California, in the County of San Diego, USA. These Terms and Conditions set forth the entire understanding and agreement of the parities as to the subject matter hereof and supersede all prior proposals, discussions or agreements with respect thereto.

A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.