ZWAGGLE INDIVIDUAL END-USER AGREEMENT

Effective as of September 21, 2007

(Superseding Zwaggle End-User Agreement effective May 25, 2007)

This Zwaggle Individual End-User Agreement ("Agreement") is entered in by and between 50 Degrees Corp., a Delaware corporation, doing business as Zwaggle ("Zwaggle") and you ("You," "Your"), and is made effective as of the date of electronic execution by You or Your use of the Zwaggle website (the "Site"). This Agreement sets forth the terms and conditions of Your use or access of the Site and Zwaggle's services offered through the Site (the "Services"). You agree that the Services are offered to You for entertainment and community-building purposes only. This Agreement explains Zwaggle's exclusive obligations to You and Your exclusive obligations to Zwaggle in relation to the Services and Your use and access of the Site. If You do not agree to the terms of this Agreement, You are not permitted to, and You agree not to, use the Services and/or use or access the Site.

This Agreement as well as any additional Zwaggle policies referenced herein, together with all modifications thereto, constitute the complete and exclusive agreement between You and Zwaggle concerning Your use of Zwaggle's Services, and supersede and govern all prior proposals, agreements, or other communications. By accepting this Agreement, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement.


INTRODUCTION

The Site and the Services offered through the Site are designed to allow registered users to participate in a gift-giving game to attempt to build a sense of community. The Site and the Services are meant to allow parents and guardians a way to give items to similarly situated parents and guardians; rather than throwing these items away or (worse) storing them for years in a damp basement or stuffy attic. In turn, the recipients of these gifts are encouraged through the Site to give away other items they may own to other registered members. As of August 2007, the Site has allowed organizations claiming nonprofit status to become registered users (each a "Registered Nonprofit" and collectively, the "Registered Nonprofits") to allow individual registered users the ability to donate items which can either (a) be used by a Registered Nonprofit in exchange for Zoints or (b) be given by the Registered Nonprofit to other registered users in exchange for Zoints which can then be used by the Registered Nonprofit to obtain items that are of use by charitable beneficiaries of its organization.

You must register with Zwaggle in order to use the Site and Services offered. Before our online systems will permit You to list an item through our Site, we may require You to provide the information requested by our online registration form, including some personal information such as Your name, address, and credit card information (used solely for processing the Services provided as described herein). Zwaggle maintains all of Your personal information in a database (Your "User Profile"). You may update or correct information contained in Your User Profile by contacting us, or by using forms that may be provided within the Site to do so. We will treat Your User Profile according to the terms of our Privacy Policy which is hereby incorporated to this Agreement and defined below for Your reference.

1. TERM OF AGREEMENT; MODIFICATIONS. You agree that Zwaggle may modify this Agreement and the Services from time-to-time in Zwaggle's sole discretion without further notice. A current version of this Agreement will always be available via the Site's homepage. Through Your continued use of the Site and the Services, You agree to be bound by any changes Zwaggle may reasonably make to this Agreement when such changes are made. It is Your responsibility to regularly review this Agreement. The term of this Agreement shall continue in full force and effect for the period of time as stated in the applicable enrollment screen ("Term"). This Agreement shall then automatically renew for an additional terms equal to the length of the Term or as otherwise stated in the applicable enrollment screen for the processing of the applicable renewal ("Renewal Term").

You may terminate this Agreement, thereby canceling your participation as a User of this Site at any time and for any reason by providing notice to us by choosing to cancel your membership using the tools provided for that purpose within the User Profile area of the Site. Zwaggle may temporarily suspend your access to the Site if you are in breach of the terms of this Agreement.
Zwaggle reserves the right to terminate this Agreement immediately by providing You notice of such, in the event of any breach of the Agreement by You (including but not limited to a breach of Section 2) or any use of the Services that are inconsistent with Zwaggle's intended use of the Service, as Zwaggle determines in its sole discretion.

2. REPRESENTATIONS AND USE RESTRICTIONS. Your right to use the Services is a non-transferable right. You may share Your account with the members of Your household as long as You continue to remain fully responsible for household members' use of the Services. You and Your household are only permitted to have one account per Your household where You reside. You may not use the Services for any commercial purpose, including but not limited to, reselling the Services and providing access or invitations to the Services. You acknowledge that any products or services received by You as a result of Your use of the Services ("Goods") are provided by third-parties solely as gifts and specifically not owned and/or provided by Zwaggle. You represent that You a) are at least eighteen (18) years of age; b) will only offer items that You are the rightful property owner of and that no third party has any economic or other interest in; c) will only offer such items through the Site strictly as gifts to other users of the Services; and d) will only provide true, accurate, current, and complete information about You to the Site and that Zwaggle shall own any and all rights in any information submitted by You to the Site. You represent that You will not a) intimidate or harass another user of the Site; b) use or attempt to use another user's account; c) create a false identity on the Site; d) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, overburden, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; e) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; f) upload, post, email, transmit or otherwise make available any harmful, threatening, abusive, harassing, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable materials; g) harvest or collect email addresses or other contact information or use automated scripts to collect information from the Site for any other purpose that to communicated directly to a specific user; h) copy, modify, translate, prepare derivative works, reverse engineer, decompile, disassemble, and/or unbundle the Services; or i) use the Site or Service for any commercial purpose. You agree that Zwaggle may use and rely on any information provided by You in any manner, including but not limited to, Your contributed content, for reviews, descriptions, and article notes, subject to Zwaggle's Privacy Policy.

3. PAYMENT. Any fees charged by Zwaggle for Your use of the Services of the Site shall be as stated in the applicable enrollment screen and shall be payable by credit card only and shall be due upon Your enrollment for the Services. All fees are exclusive of taxes and You shall be solely responsible for reporting and remitting any and all taxes and levies of any kind to local, state and federal authorities. You acknowledge that You are solely responsible for determining whether Your use of the Services creates any additional tax consequences and/or governmental filing requirements for You, including, without limitation, any gift taxes and gift tax reporting. All payments made to Zwaggle are non-refundable. Zwaggle may modify the fees charged by Zwaggle for any Renewal Term.

4. RECEIPTS FOR CHARITABLE DONATIONS OF GOODS. Any receipt received by You from a Registered Nonprofit, directly from the Registered Nonprofit or through the Site, shall be deemed a receipt issued directly by the Registered Nonprofit to You. Zwaggle has no responsibility for the accuracy of any such receipt(s). .

5. ZOINTS; NO VALUE. As part of the Service, Zwaggle may elect to award or deduct Your account with zoints, credits, or the like ("Zoints") for any reason in order to enhance the gift-giving game experience the Service is striving to create. You acknowledge and agree that Zoints are strictly analogous to life credits used in video games and the like. As such, Zoints have no value whatsoever and, therefore, cannot be transferred, assigned or sold in any manner, except for as provided by the Service. Any accrued but unused Zoints, that You have 1) thirty (30) days past the end of the Term or applicable Renewal Term or 2) prior to Zwaggle otherwise terminating this Agreement in accordance with Section 1 shall be discarded and no longer usable by You through the Site and/or Service.

6. PRIVACY AND COPYRIGHT. You can view Zwaggle's Privacy Policy at http://www.zwaggle.com/legal.php#privacy, as amended from time-to-time, which is incorporated herein by reference. Zwaggle will not use Your information in any way inconsistent with the purposes and limitations provided in the Privacy Policy. In the event You reasonably believe that an item offered on the Zwaggle website infringes the intellectual property rights of a third party, please notify Zwaggle at legal@zwaggle.com.

7. ACCOUNT SECURITY. You agree You are entirely responsible for maintaining the confidentiality of any password and account information that You may create now or in the future. You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify Zwaggle immediately of any unauthorized use of Your account or any other breach of security. You agree Zwaggle will not be liable for any loss that You may incur as a result of someone else using Your password or account, either with or without Your knowledge.

8. INTELLECTUAL PROPERTY. You agree that Zwaggle or its licensors holds all rights, title and interest in the Services and all intellectual property, including other rights related to intangible property related thereto, including but not limited to copyrights, patents, Trademarks, and trade secrets ("Intellectual Property"). You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials of the Zwaggle website, without the express written permission of Zwaggle.

9. WARRANTIES. You, or any individual that electronically executes this Agreement on behalf of You, hereby represent and warrant that You (and they, where applicable) have the right, power, legal capacity and appropriate authority to enter into this Agreement and acknowledge that goods given to You through the use of the Services may be "used" and are provided in strictly "AS IS" condition.

10. LIMITATION OF LIABILITY. IN NO EVENT SHALL ZWAGGLE OR ANY OTHER USER OF THE SERVICE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES ("LOSSES AND DAMAGES"), YOUR INABILITY TO USE THE SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF ZWAGGLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZWAGGLE SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY USE OF OR OTHERWISE RELATED TO THE GOODS, INCLUDING DIRECT DAMAGES. SOME STATES MAY NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS ON LIABILITY FOR DAMAGES AS CONTAINED HEREIN. IN SUCH STATES, ZWAGGLE'S LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW. YOU AGREE THAT IN NO EVENT SHALL ZWAGGLE'S MAXIMUM AGGREGATE LIABILITY EXCEED $100.00 (US).

11. DISCLAIMER OF WARRANTIES. ZWAGGLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND AS TO ANY OF THE FOREGOING OR OTHERWISE, AS THEY RELATE TO ANY GOODS. THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ZWAGGLE MAKES NO WARRANTY THAT THE SERVICES AND/OR ANY GOODS WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. ZWAGGLE DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR RESULTS OF, ANY OF THE SERVICES IT PROVIDES OR ANY GOODS, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, CONDITION, OR OTHERWISE. THE SERVICES MAY CONTAIN SOFTWARE PROVIDED BY THIRD-PARTIES ("THIRD-PARTY SOFTWARE"). THIRD-PARTY SOFTWARE IS PROVIDED AS-IS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH EVENT THAT FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.

12. USER DISPUTES. You are solely responsible for Your interactions with other users of the Service and advertisers that may advertise or post on the Site. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT NO USER IS OBLIGATED IN ANY MANNER (IN LAW OR IN EQUITY) TO GIVE YOU ANY GOODS; RATHER (LIKE ALL GIFT GIVING ACTIVITIES) A USER'S DECISION TO GIVE YOU ANY GOOD IS COMPLETELY AT HIS/HER DISCRETION. Your sole and exclusive remedy if a user promises to give You a Good and fails to do so is to report such user's behavior to the Site. Zwaggle reserves the right, but has no obligation, to monitor disputes between You and other users and advertisers and to take action (in Zwaggle's complete and sole discretion) against users that are preventing the Site from fulfilling its community-building mission. You will not hold Zwaggle responsible for advertisers or other users' actions or inactions. You will not hold Zwaggle responsible for the actions of any Registered Nonprofit or any violation by the Registered Nonprofit of any term of the Zwaggle Nonprofit User Agreement (which can be reviewed at http://www.zwaggle.com/legal#charities). You acknowledge that Zwaggle is solely a facilitator and promoter of information provided to it by its users and does so for community-building and entertainment purposes. Zwaggle has no control over and does not guarantee (a) the truth or accuracy of any assertion made by any registered user (including any Registered Nonprofit) or any advertisements, user posts, or other content posted on the Site or (b) that any advertiser will actually complete a transaction with You or a user will actually gift Goods to You at all or to Your satisfaction. If You have any disputes whatsoever with an advertiser or a user (including any Registered Nonprofit), You release Zwaggle (and our employs, officers, directors, agents, subsidiaries, joint ventures, successors and assigns) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code Section 1542, which says:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

13. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Zwaggle and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account, Services with Zwaggle whether or not on Your behalf, and whether or not with Your permission) use of the Services or your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold Zwaggle harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein or any negligence or willful misrepresentation or misconduct by You. You agree that Zwaggle shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify Zwaggle of any such claim promptly in writing and to allow Zwaggle to control the proceedings. You agree to cooperate fully with Zwaggle during such proceedings.

14. GENERAL.
14.1 GOVERNING LAW, DISPUTE RESOLUTION. This Agreement shall be deemed to be entered into in and governed by the laws of the State of Colorado. Except for matters relating to the infringement of Zwaggle's intellectual property, in the event of a dispute, each party shall notify the other party of the dispute and provide a reasonable description of the dispute. Each party shall use good faith efforts to resolve the dispute within ten (10) business days after receipt of a dispute notice. If the parties' business representatives are unable to resolve the dispute, or agree upon the appropriate corrective action to be taken within such ten (10) business days, then either party may submit the dispute to arbitration, under the rules of the American Arbitration Association, or any comparable entity which You and Zwaggle may agree to in writing. Any arbitration award issued by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, Zwaggle has the right to seek injunctive relief from any court of competent jurisdiction to protect its rights in intellectual property and confidential information.

14.2 NOTICES. All notices shall be in writing. You agree that all notices sent to You by any means set forth in Your User Profile will be effective when sent. If you fail to provide or update valid contact information as required by your User Profile, You waive your right to receive Notices under this Agreement during the period of such failure. Alternatively, any notices given by Zwaggle to all Zwaggle Users may be given by posting information within the Site. Notices from You to Zwaggle shall be given by email to the appropriate address provided by Zwaggle within the Zwaggle Site, and will be deemed given when actually received by Zwaggle.

14.3 HEADINGS. The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall control.

14.4 ASSIGNMENT. You may not assign this Agreement for any reason. Any such attempted assignment shall be null and void and a breach of this Agreement.

14.5 INDEPENDENT PARTIES. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the parties. Neither party shall have the right to obligate or bind the other party in any manner to any third party.

14.6 SEVERABILITY. You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the Agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

14.7 WAIVER. The failure of Zwaggle to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of Zwaggle thereafter to enforce such provisions.

14.8 FORCE MAJEURE. Zwaggle will make reasonable efforts to keep its Site and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold Zwaggle liable for any of the consequences of such interruptions.

14.9 LEGAL USE. Recognizing the global nature of the Internet, You agree to comply with all local rules regarding Your participation on the Site and use of the Service, and with respect to online conduct and acceptable Content. Specifically, 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. You assume full responsibility for compliance with all local, state and national laws and agree to indemnify and hold Zwaggle harmless for any violation of any such law arising out of or related to Your use of the Site.

14.10 SURVIVAL. Sections 2, 5 and 6-14 shall survive this Agreement.