KnowledgeWhere Inc.

WEBSITE & PRODUCTS

TERMS OF USE

Welcome to the website (the "Website") of KnowledgeWhere Inc. ("KW"). Please read these notices and terms and conditions of service carefully before you launch PhoneTag Elite™ on your wireless device. Your use of PhoneTag Elite™ indicates that you accept these terms and conditions. If you do not accept these terms and conditions, do not launch or otherwise use PhoneTag Elite™.

NOTICES:

• To download and use KW or any of its affiliates' games, you will need an Internet/data connection on your mobile phone, similar to if you want to download something on your computer from the Internet you will need Internet service. Different phone companies have different data plans for mobile Internet connections, including several companies offering unlimited mobile Internet connection. We recommend that you sign up for a data plan with your phone company.
• Normal carrier charges (WAP, GPRS, SMS and other data charges) and taxes may apply to text messages sent to you by KW or its affiliates, and to data transfers incurred when you download or play games and when the advertisements (that may be used by KW to reduce the cost of the games) are downloaded to your mobile device.
• When you download KW or any of its affiliates' games, you use some airtime (or data), and your phone company may charge you for that, depending on your plan.
• When you are playing the games of KW or any of its affiliates', the games will periodically connect to KW servers, and that will use airtime as well which may mean that you incur a cost.
• By downloading any KW mobile game, you expressly agree and consent to: (a) Opt-in to receive mobile advertising, (b) receive SMS communications from KW or its affiliates, and (c) automatically receive advertisements from KW or its affiliates on your mobile device within the games you download.

IMPORTANT: YOUR USE OF KW's GPS-BASED PRODUCTS, APPLICATIONS AND GAMES, INCLUDING PHONETAG ELITE™(the "Products"), AND YOUR ACCESS TO THIS WEBSITE ARE SUBJECT TO THESE TERMS OF USE (the "Terms"). PLEASE READ ALL OF THESE TERMS CAREFULLY - THEY LIMIT YOUR RIGHTS, AFFECT YOUR PRIVACY, CAUSE YOU TO GIVE UP THE RIGHT TO SUE KW AND CAUSE YOU TO ASSUME ALL RISK OF USING THE PRODUCTS AND THE WEBSITE. BY DOWNLOADING OR USING ONE OF THE PRODUCTS OR ACCESSING THIS WEBSITE, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL OF THESE TERMS. YOU ARE ALSO CERTIFYING THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE NOT A MINOR (OR IF YOU ARE A MINOR, THAT YOUR PARENT OR GUARDIAN CONSENTS TO BE BOUND BY THESE TERMS ON YOUR BEHALF). IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OR YOU HAVE NO PERMISSION TO USE ANY AND/OR ALL PHONETAG ELITE™ PRODUCTS, DO NOT LAUNCH OR OTHERWISE USE THE PRODUCTS OR THE WEBSITE.

1. Changes to Terms and Conditions

   KW has the right, in its sole discretion, to modify part or all of these Terms at any time. Any change will be effective when a notice of updated Terms is posted on the Website. Please review the Website frequently for updates. Your continued use of the Products or the Website after any such changes are posted will constitute acceptance of these changes.

2. Proprietary Rights

   The Products and the Website and all works, content and materials on the Website or contained in the Products, including without limitation, all information, text, design, code, software, graphics, images, drawings and photographs (the "Materials") and all organization and presentation of the Materials which form a part of the Website are the exclusive property of KW or its licensors and are protected by intellectual property laws relating to copyrights, trade-marks, trade names, Internet domain names, trade dress and other proprietary rights. Nothing on the Website shall be construed as providing, by implication, estoppel or otherwise any license to any proprietary or intellectual property rights in or to any of the Materials to you or any other party, except as expressly granted in these Terms. The trade-marks, service marks, logos, slogans and Internet domain names on the Website and the Products are the exclusive property of KW or its licensors. Use of any such property, except as expressly authorized, shall constitute a violation of the rights of the owner of the property.

3. Permitted Uses

   KW agrees to provide you access to the Products and the Website solely in accordance with the Terms. In consideration for such access, you shall:

   • not copy, reproduce, republish, upload, post, transmit, or distribute the Materials in any way whatsoever;
   • not use the Materials for illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes, or in any manner inconsistent with the Terms;
   • not reverse engineer, decompile, reverse compile, create derivative works from, exploit or modify the Materials in any way;
   • not interfere with the security of, or otherwise abuse the Products or the Website or any system resources, services or networks connected to or accessible through the Website or the Products;
   • only use the Products and the Website if you are legally able to make binding contracts under applicable law, or have the permission of your parent or guardian to do so; and
   • acknowledge that the unauthorized use of the Materials may cause irreparable harm to KW and that in the event of an unauthorized use, KW shall be entitled to an injunction, in addition to any other remedies available at law or in equity, to prevent such irreparable harm and that the balance of convenience in preventing such use rests with KW.
   • acknowledge that by accepting these Terms, that you Opt-in to the following: (i) KW or any of its affiliates may automatically, electronically deliver advertisements to your mobile device, on a regular basis, within the Products that you download from KW or any of its affiliates and (ii) from time to time issue upgraded versions of the Products and, accordingly, may upgrade the version of the Product that you are using on your mobile device. You consent to such automatic delivery of advertisements and upgrading on your mobile device, and agree that the Terms (as amended from time to time by notices posted on the KW or any of its affiliates' website) will apply to all such advertisements or Products.

4. Do Not Use the Products in Dangerous Situations

   Use of the Products requires your concentration and may require you to physically move in accordance with feedback received from the Products. You must not use the Products while engaged in activities, such as automobile driving, where there exists a significant risk of accident, and you must not use the Products in environments where there exists natural or manmade hazards. You agree not to use the Products during these activities or in these environments and you acknowledge that any such use would be a violation of these Terms. It is your responsibility to assess the hazards present in your environment. YOU FURTHER ACKNOWLEDGE AND AGREE THAT USE OF THE PRODUCTS IS AT YOUR SOLE RISK AND THAT KW WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OF ANY NATURE RESULTING FROM YOUR USE.

5. Viruses & Network Problems

   KW assumes no responsibility and shall not be liable to you or to any other party for any damages caused by any malicious code, viruses, "Trojan horses", "worms", "cancelbots" or other harmful, disruptive or destructive files or computer programs that may infect your computer equipment or other property on account of your access to or use of the Products or the Website or your downloading of any Materials.

   KW assumes no responsibility and shall not be liable to you or to any other party for any damages or other problems caused by network outages or interruptions, or where your handset is otherwise unable to receive data respecting the Products.

6. No Warranties or Guarantees

   KW does not guarantee the accuracy or reliability of any of the Materials or information contained in the Products or the Website, including without limitation the accuracy of location information. You acknowledge and agree that any reliance upon any of the Materials or information on this Website shall be at your own risk and expense. KW does not guarantee that use of the Products or the Website will be uninterrupted, accurate, or error-free or that the Products or the Website or its server will be free of viruses or other harmful components and KW assumes no responsibility and shall not be liable for any damages to your computer equipment or other property on account of your access to or use of the Products or the Website or your downloading of any Materials.

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KW PROVIDES TO YOU THE PRODUCTS, THE WEBSITE AND THE MATERIALS "AS IS", WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, NON-INTERCEPTION, NON-INTERRUPTION OR QUALITY, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

7. Limitation of Liability; Waiver and Release

   YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE PRODUCTS, THE WEBSITE AND THE MATERIALS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL KW OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SHAREHOLDERS, PARTNERS, OR SUCCESSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, AGGRAVATED, PUNITIVE OR CONSEQUENTIAL DAMAGES, DAMAGES FOR HARM TO BUSINESS, LOSS OF OPPORTUNITY, LOSS OF INFORMATION OR DATA, LOSS OF REVENUE OR LOSS OF SAVINGS OR OTHER ECONOMIC LOSS, EVEN IF SUCH PARTY(IES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM, WHETHER IN AN ACTION IN CONTRACT OR TORT INCLUDING NEGLIGENCE AND FUNDAMENTAL BREACH, OR BASED ON A WARRANTY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEB SITE. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE) THE ENTIRE LIABILITY OF KW IN CONNECTION WITH THE USE OF THE PRODUCTS OR THE WEB SITE, AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING, SHALL BE LIMITED TO $5.00 CANADIAN CURRENCY. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

   NOTWITHSTANDING ANYTHING TO THE CONTRARY WHATSOEVER, WITH RESPECT TO THESE TERMS THE OBLIGATIONS AND LIABILITIES OF KW AND YOUR RIGHTS AND REMEDIES THAT ARE EXPRESSLY SET FORTH IN THESE TERMS ARE EXCLUSIVE AND IN SUBSTITUTION OF ANY OTHER OBLIGATIONS, LIABILITIES, RIGHTS OR REMEDIES WHATSOEVER WHETHER EXPRESS OR IMPLIED OR IN CONTRACT, LAW, EQUITY OTHERWISE (INCLUDING BUT NOT LIMITED TO ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, NEGLIGENCE, FUNDAMENTAL BREACH OR FAILURE FOR ESSENTIAL PURPOSE). YOU HEREBY WAIVE, RELEASE AND RENOUNCE ALL RIGHTS, CLAIMS AND REMEDIES AGAINST KW THAT ARE NOT EXPRESSLY STATED IN THESE TERMS AND THAT MAY ARISE IN ANY WAY IN RELATION TO THESE TERMS.

8. Indemnity

   You agree at all times to be liable to and to indemnify, defend and hold harmless KW and its affiliates, agents, licensors, suppliers, and their respective directors, officers, employees and shareholders against all actions, claims proceedings, costs, demands, damages and liabilities whatsoever sustained, incurred or paid by KW directly or indirectly in respect of your (or any party that you are responsible for or who accesses or uses the Products or the Website as a result of you) use or misuse of the Products, the Website or the Materials, including, without limitation, infringement claims and product liability.

9. Privacy

   NOTICE: Your handset will broadcast your location when you use a GPS-based Product. KW receives the location of your handset when you are using the Products, but does not know your specific identity (unless you or your service provider provides it to KW). For information on KW's treatment of your personal information, including information respecting your location and any other personal information you submit to KW, please refer to the KW Privacy Policy.

10. Termination

    KW reserves the right to terminate your access to any and all Products at any time for any or no reason and without notice to you. You may terminate your ability to access any or all of the Products at any time by notifying KW via (i) this form, (ii) a letter addressed to KnowledgeWhere Inc., Building E5, Suite 12, 2690 Hochwald Avenue SW, Calgary, Alberta, Canada, T3E 7H5, or (iii) a phone call to either the customer service department of your service provider or to KW Customer Support at (403) 508-2695. Any such cancellation by you shall become effective upon KW's receipt of your notice. Upon any termination of your access to a Product or Products, KW shall have no liability to you or any further obligations under this Agreement.

11. General
    1. These Terms contain the entire agreement and understanding between KW and you with respect to the Materials.
    2. The Website is controlled, operated and administered by KW from within the Province of Alberta, Canada. These Terms and your use of the Products and the Website are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, and you irrevocably agree to attorn to the non-exclusive jurisdiction of the courts of the Province of Alberta.
    3. KW's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
    4. Should any part of the Terms be declared invalid or unenforceable by a court of competent jurisdiction, this shall not affect the validity of any remaining portion and such remaining portion shall remain in full force and effect as if the invalid portion of the Terms had been eliminated.
    5. The Terms shall inure to the benefit of and be binding on KW and you, and KW and your permitted successors and assigns.
    6. The Products and the Website utilizes map and other data licensed to KW by third parties for the benefit of you and other end users. This Agreement includes end-user terms required by these companies (set forth at the end of this Agreement), and thus your use of the Products and the Website is limited by and subject to such terms.

ALL RIGHTS AND END-USER TERMS REQUIRED BY NAVTEQ CORPORATION

The Products and the Website utilizes data licensed to KW by NAVTEQ Corporation ("NAVTEQ"). You may access this data ("Data") through the Products and the Website subject to the following terms and conditions: The Data is provided for your personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and KW and its licensors (including their licensors and suppliers) on the other hand.

© 2007 NAVTEQ. All rights reserved.

The Data for areas of Canada includes information taken with permission from Canadian authorities, including: © Her Majesty the Queen in Right of Canada, © Queen's Printer for Ontario, © Canada Post Corporation, GeoBase®.

NAVTEQ holds a non-exclusive license from the United States Postal Service® to publish and sell ZIP+4® information.

©United States Postal Service®2007 Prices are not established, controlled or approved by the United States Postal Service®. The following trademarks and registrations are owned by the USPS: United States Postal Service, USPS, and ZIP+4.

TERMS AND CONDITIONS

• Personal Use Only.

  You agree to use this Data together with the Products and the Website for the solely personal, non-commercial purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Data only as necessary for your personal use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.

• Restrictions

  Except where you have been specifically licensed to do so by KW and without limiting the preceding paragraph, you may not (a) use this Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.

• Warning

  The Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results.

• No Warranty

  This Data is provided to you "as is," and you agree to use it at your own risk. KW and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.

• Disclaimer of Warranty

  NAVTEQ AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.

• Disclaimer of Liability

  WITHOUT IN ANY WAY LIMITING THE LIMIATION OF LIABILITY PROVISION SET FORTH ABOVE, NAVTEQ AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF NAVTEQ OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.

• Export Control

  You agree not to export from anywhere any part of the Data provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.

• Entire Agreement

  These terms and conditions constitute the entire agreement between KW (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.

• Governing Law

  The above terms and conditions shall be governed by the laws of the State of Illinois (except to the extent the Data is used in the European Union the above terms and conditions shall be governed by Netherlands), without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. You agree to submit to the jurisdiction of the State of Illinois (except to the extent the Data is used in the European Union you agree to submit to the jurisdiction of the Netherlands) for any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder.

• Users in Canada

  The Data may include or reflect data of licensors, including Her Majesty and Canada Post. Such data is licensed on an "as is" basis. The licensors, including Her Majesty and Canada Post, make no guarantees, representations or warranties respecting such data, either express or implied, arising by law or otherwise, including but not limited to, effectiveness, completeness, accuracy or fitness for a particular purpose.

  The licensors, including Her Majesty and Canada Post, shall not be liable in respect of any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action alleging any loss, injury or damages, direct or indirect, which may result from the use or possession of the data or the Data. The licensors, including Her Majesty and Canada Post, shall not be liable in any way for loss of revenues or contracts, or any other consequential loss of any kind resulting from any defect in the data or the Data.

  You shall indemnify and save harmless the licensors, including Her Majesty the Queen, the Minister of Natural Resources of Canada and Canada Post, and their officers, employees and agents from and against any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action, alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of the use or possession of the data or the Data.

• Government End Users

  If the Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, this Data is a "commercial item" as that term is defined at 48 C.F.R. ("FAR") 2.101, is licensed in accordance with these end user terms, and each copy of the Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following "Notice of Use," and shall be treated in accordance with such Notice:

Notice of Use

Contractor (Manufacturer/ Supplier) Name: NAVTEQ

Contractor (Manufacturer/Supplier) Address: 222 Merchandise Mart Plaza, Suite 900, Chicago, Illinois 60654

This Data is a commercial item as defined in FAR 2.101 and is subject to the end user terms under which this Data was provided.

© 2007 NAVTEQ - All rights reserved.

If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify NAVTEQ prior to seeking additional or alternative rights in the Data.

All rights not expressly granted herein are reserved.