PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS APPLICATION OR WEBPAGE.

Linqto, Inc. ("Linqto"), through its website and the application on Facebook and related content and features (the "Application"), provides virtual meeting rooms where the room administrator, observers (if any) and the administrator’s invited guests (collectively referred to as "User") may hear and see each other through the audio and video features of the Application and simultaneously exchange text messages with each other, and where the administrator may provide or demonstrate text, audio, video and other content and applications. Your use of the Application, whether as an administrator, observer or invited guest, is subject to the following terms and conditions which you agree to by using this Application. Linqto reserves the right to change these Terms of Use and the services available on this Application at any time, in its sole discretion. Updates to these Terms of Use will appear on this Application and are effective immediately. You are responsible for regularly reviewing the Terms of Use. Your continued use of this Application after any such changes constitutes your consent to such changes.

1. COPYRIGHT AND OWNERSHIP NOTICES.

This Application and all content and materials on it, except Participant Content (defined below) are proprietary: © 2009-2010 Linqto, Inc. All rights reserved. All information, content and materials on this Application are protected by copyright laws, trademark laws, international treaties and conventions and other intellectual property laws, and any unauthorized use thereof is prohibited.

2. USE OF APPLICATION AND CONTENT.

2.1 As a User of this Application, you are granted a nonexclusive, non-transferable, revocable, limited license to access and use this Application (including the content provided on this Application) in accordance with these Terms of Use. If you are required to register, your registration is for your own individual, personal use, and not for other persons, unless otherwise specified on the registration page. As a third-party administrator, you may not use or access another account or virtual room other than your own without permission.

2.2 Except as specifically permitted herein, no portion of the Linqto-provided content on this Application ("Linqto Content") may be copied without prior written permission from Sarris, LLC, PO Box 1193, Pebble Beach, CA. The Linqto Content is provided solely for your own personal use, and may not be copied or posted on any network computer or the Internet, or broadcast in any media. Specifically, you may not copy the layout or design of this Application or the text provided by Linqto. Those elements of this site are protected by trade dress and other laws and may not be imitated or reproduced in whole or in part. Also, no logos, graphics, sounds or images on this Application provided by Linqto may be reproduced or distributed without Linqto's expressed written consent.

2.3 Notwithstanding the foregoing, Linqto (in its sole discretion) may provide or allow certain Users approved in Linqto sole discretion (and in exchange for payment of any fees that may be required by Linqto) to obtain a “Domain Account”, which permits the User to embed, incorporate or otherwise integrate the Application (or portions thereof) into the User’s Application. To the extent a Domain Account is authorized for any User, the User’s rights for such Domain Account (and the associated Application embed or integration) are nonexclusive, non-transferable, and revocable at any time, and may be subject to certain additional or overriding terms and conditions that may be set forth in a separate agreement. Furthermore, Linqto may require that Users with Domain Accounts provide a link to the Linqto Application and post certain information identifying Linqto as the provider of the virtual room embedded or integrated into the User’s Application in such language and form as Linqto may specify (e.g. "powered by Linqto" or such other language as may be required by Linqto).

2.4 Except for Users with Domain Accounts or otherwise agreed in writing by Linqto, you may not reproduce, record, copy, post on any network computer or the Internet or otherwise use any information, text, video, audio, or other materials provided by Users in the virtual rooms within the Application (“Participant Content”) unless you provided such Participant Content and own or have rights to such Participant Content. Subject to applicable copyright and other law, Users with Domain Accounts may publish, disclose, record, or retransmit Participant Content published or disclosed within the virtual room associated with that User’s Domain Account, unless the administrator indicates otherwise to his or her invited guests. Solely and to the extent minimally necessary to replay or retransmit such Participant Content through the Application into which the Linqto Application has been embedded or integrated, Users with Domain Accounts have a nonexclusive, non-transferable, revocable, limited license to use the Application and Linqto Content.

2.5 If you provide or display Participant Content in a virtual room, you are solely responsible for, and agree to defend, indemnify and hold Linqto harmless from, any consequences that result from providing or displaying such content. You acknowledge that Participant Content you provide will be viewed and heard (and could be recorded) by other Users (or “occupants”) of the virtual rooms you occupy, and that Linqto does not have the ability or responsibility to require that other Users in your room refrain from using, or maintain confidential, items you discuss, disclose or provide. Therefore, any information you submit or disclose in a virtual room should not be considered confidential. Furthermore, in the event you provide Participant Content, you represent and warrant that you have all necessary licenses, rights, consents and permissions from any third parties that may be required for use of any Participant Content you provide or display. You agree to indemnify, defend and hold Linqto harmless for any third party claims that you have misused any Participant Content.

2.6 Linqto does not endorse or recommend, or warrant the accuracy and completeness of, any Participant Content, or any advice, claims, opinions or recommendations contained in Participant Content. Your use of or reliance on any Participant Content is solely at your own risk. You understand and acknowledge that Users may make statements or provide Participant Content that is inaccurate, incomplete, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Linqto with respect thereto. In the event you have paid an administrator or User with a Domain Account fees to access their virtual room, you shall look solely to the User to whom you paid such fees for any refund of such fees (to the extent you believe you are entitled to a refund) and agree to hold Linqto harmless with respect to any refund of such fees or any claims in any way related to any other User.

2.7 You may not reverse engineer, decompile or disassemble the software used in connection with this Application. You may not lease, sublease, loan, sell, or sublicense your rights to use the Application. You may not modify or create derivative works of this Application or the Linqto Content. You may not use any network monitoring or discovery software to extract any information about the architecture of this Application, its usage, or individual identities of Users. You may not use any automatic software or device, such as robots or spiders, or any other process, even if manual, to monitor or copy our Application or any Linqto Content, without Linqto' express prior written consent.

2.8 You agree not to do any of the following:

a. Use the Application to transfer, display or advertise any pornography, sexual content or adult materials; nude, violent or graphic images; hateful or offensive content; materials that violate privacy; computer viruses, “warez”, or any other harassing, illegal, and/or harmful material. You may not, directly or indirectly, provide links to any third party Applications that contain such materials.

b. Use this Application, the Linqto Content or Participant Content in any way that violates (i) any copyright, trade secret, trademark or other intellectual property; or (ii) any statute, law, regulation or governmental order, or treaty;

c. Use the Application in a manner that may abuse or violate the personal or property rights or privacy rights of others;

d. Forge or misrepresent headers, addresses, or other identification in Application pages or e- mail, or using any other method to disguise your identity or location;

e. Use the Application in an attempt to break security of any computer network (including of this Application) or to access any account, message, or file that does not belong to you;

f. Use excess system or network resources, including any scripts or programs that use excessive computer resources; or use the Application for unauthorized relays through any third party systems;

g. Defame Linqto or its Application on the Internet or elsewhere;

h. Use the Application to promote a competing web conferencing or web meeting service;

i. Use or refer to the Application in connection with any spamming, mail-bombing, attacks on third party sites, or other harassing of third parties;

j. Use the Service to add or attempt to add addresses to any mailing list (yours or a third party’s) without the explicit, affirmative consent of the addressee(s);

k. Provide any false information or data to Linqto, including providing fraudulent credit card or other payment information;

l. Furnish data in a manner that would be deemed to be unprofessional, inappropriate or unsuitable for the Application as determined by Linqto.

2.7 If you violate any of the terms and conditions in these Terms of Use, or if Linqto receives complaints from other Users regarding your use of this Application, Linqto may immediately suspend or terminate your right to use the Application. If you are the administrator of a room or a User with a Domain Account and have paid fees to Linqto for use of this Application, Linqto is not required to return or credit any fees paid, due to suspension or termination of your right to use the Application for a violation of these Terms of Use. Such amounts may be retained by Linqto, in its discretion, as damages to compensate it for your violation of these terms. Additionally, Linqto may seek damages, an injunction or other equitable relief for any violation of these Terms of Use.

2.8 Linqto may investigate complaints or reported violations of these Terms of Use and may take any action we deem appropriate to respond thereto, including without limitation reporting suspected unlawful activity to law enforcement officials, governmental agencies, or other third parties. Linqto may, upon request or order, disclose any necessary or appropriate information to such persons, such as User profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.

2.9 By submitting commentary whether via text messages through the Application, verbal or video commentary, or other Participant Content to Linqto or otherwise within the virtual rooms of the Application , you hereby grant to the administrator of the virtual room in which you are participating (provided such administrator has a Domain Account or the administrator is Linqto itself or a representative of Linqto) a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Participant Content, including text messages or verbal or video commentary you submit. The above licenses granted by you are perpetual and irrevocable. You further agree that Linqto or its employees or representatives may act as administrator and organize discussions, meetings or presentations through the Linqto Application and, in such event, the foregoing licenses would be granted directly to Linqto.

3. LINKS TO THIRD PARTY SITES.

If you decide to access or use any third party Applications that may be linked to this Application, you do this entirely at your own risk. The linked sites are not under the control of Linqto and we are not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. If we provide links, then we are providing them for you only as a convenience, and the inclusion of any link does not imply endorsement by Linqto of the site.

4. TRADEMARKS.

Linqto is a trademark of Linqto, Inc. The names of any other products, services or companies mentioned on this Application are the property of their respective owners and may also be trademarks.

5. DISCLAIMER.

Linqto DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, Linqto DOES NOT WARRANT: (A) THAT THE CONTENT OR INFORMATION ON THIS APPLICATION IS COMPLETE, CORRECT, RELIABLE OR NONINFRINGING; (B) THAT THE FUNCTIONALITY OF THIS APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE; (C) THAT ANY DEFECTS CAN OR WILL BE CORRECTED; OR (D) THAT THIS APPLICATION OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL CODE OR MATERIALS.

6. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES SHALL Linqto BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, THAT RESULT FROM THE USE OF OR THE INABILITY TO USE THIS APPLICATION OR THE INFORMATION CONTAINED ON THIS APPLICATION, EVEN IF Linqto HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Linqto’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT OF $50.00.

7. INDEMNITY.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS Linqto, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES) ARISING FROM (I) YOUR USE OF THE Linqto APPLICATION OR YOUR DISCLOSURE OR PUBLICATION OF PARTICIPANT CONTENT ON THE APPLICATION OR WITHIN ANY VIRTUAL ROOM; (II) YOUR VIOLATION OF THESE TERMS OF USE, (III) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; OR (IV) ANY CLAIM THAT YOUR PARTICIPANT CONTENT (OR YOUR DISCLOSURE OR PUBLICATION OF ANOTHER’S PARTICIPANT CONTENT) CAUSED DAMAGE TO A THIRD PARTY. THIS DEFENSE, HOLD HARMLESS AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS OF USE AND YOUR USE OF THE Linqto APPLICATION.

8. SUBSCRIBER FEES.

If Linqto now or in the future charges fees for use of or access to rooms within the Application, you agree to pay all fees, charges, and any applicable taxes associated with your use of Linqto services, in accordance with the then current and published rates, payment terms and policies as specified by Linqto and the payment plan chosen by you.

9. TERM AND TERMINATION.

Your subscription or registration to use the Application, if any, shall remain in force until it is terminated by either party. Either you or Linqto may terminate your subscription or registration at any time, for any or no cause, by giving notice to the other party. If Linqto terminates your subscription or registration without cause, it shall refund to you any unused portion of any fees prepaid by you.

10. NON-UNITED STATES JURISDICTIONS.

Linqto controls this Application from its offices in the United States of America. Linqto makes no representation that the Linqto Content and Participant Content (collectively, “Materials”) are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. If you choose to access this Application from other locations, you do so at your own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials in violation of U.S. laws and regulations.

11. CHOICE OF LAW, JURISDICTION AND VENUE.

You agree that: (i) the Linqto Application shall be deemed solely based in California; and (ii) the Linqto Application shall be deemed a passive Application that does not give rise to personal jurisdiction over Linqto, either specific or general, in jurisdictions other than California. These Terms of Use shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and Linqto that arises in whole or in part from the Linqto Application shall be decided exclusively by a court of competent jurisdiction located in Monterey County, California.

12. PRIVACY POLICY.

Your use of this Application is subject to Linqto' Privacy Policy, which is incorporated herein by reference.

13. DIGITAL MILLENNIUM COPYRIGHT ACT.

Notice of Infringement. If you are a copyright owner or an agent thereof and believe that any Participant Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

d. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

e. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

f. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Linqto’s designated Copyright Agent to receive notifications of claimed infringement is: William Sarris, PO 1193, Pebble Beach, CA 93953. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Linqto customer service through info@Linqto.com. You acknowledge that if you fail to comply with all of the requirements of this Section 11, your DMCA notice may not be valid.

Counter-Notice. If you believe that your Participant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Participant Content, you may send a counter-notice containing the following information to the Copyright Agent:

a. Your physical or electronic signature;

b. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

c. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

d. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Monterey, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Linqto may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Linqto’ sole discretion.

14. MISCELLANEOUS.

These Terms of Use, together with any notices contained on this Application and Linqto's Privacy Policy, constitute the entire agreement with respect to access to and use of this Application and its content. If any provision of these Terms of Use is illegal, invalid or unenforceable, then that provision shall be severed from the remaining provisions, which shall remain in full force and effect. Your subscription may not be assigned by you without Linqto's prior written consent, which will not be unreasonably withheld. Any rights not expressly granted herein are reserved and may be assigned or transferred by Linqto. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Linqto's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.