WEBALO TERMS OF SERVICE (REV. 10/21/2012)

These Terms of Service are an agreement (the “Agreement”) between Webalo, Inc., a California corporation (“Webalo”), and any party that agrees to be a customer of the Webalo Services (as defined in Section 15 below) by online registration (each, a “Customer”).  

1.  GENERAL.

1.1. Definitions.  In addition to capitalized terms defined in the preamble to this Agreement, other capitalized terms used in this Agreement are defined in Section 15 below.

1.2. Webalo Service Covered.  Unless amended by an Addendum to include additional Webalo Services, the Webalo Service covered by this Agreement is limited to Webalo Cloud, a free service.  If and when Customer agrees to the terms of an Addendum, then the terms of this Agreement shall also apply to the Webalo Services covered by such Addendum.  To the extent that the terms of an Addendum conflict with the terms of the Agreement, then the terms of the Addendum shall control.

1.3. Notice to Customers: Customer’s access to and use of the Webalo Services, Webalo Technology and Documentation is expressly conditioned on Customer’s compliance with this Agreement.  BY CHECKING THE BOX THAT YOU HAVE READ AND AGREED TO THESE TERMS OF SERVICE, YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT.  IF YOU DO SO AGREE ON BEHALF OF A COMPANY OR OTHER ENTITY, THEN (A) YOU REPRESENT AND WARRANT TO WEBALO THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT, AND (B) YOUR ACCEPTANCE OF THIS AGREEMENT SHALL BE TREATED AS THE AGREEMENT OF THAT COMPANY OR ENTITY. 

2.  LICENSES.

Subject to the terms and conditions of this Agreement, Webalo hereby grants to Customer a limited, non-exclusive, worldwide right and license for up to three (3) Licensed Users to use the Webalo Technology (but not including Webalo Gateway, which is reserved for Webalo Pro Cloud) for the sole purpose of using the Webalo Service during the Term.  Customer may not transfer this license except as provided in Section 14.6 of this Agreement.  

3.  RESTRICTIONS.

Customer shall not (i) sublicense, sell, resell, transfer, assign (except as permitted in Section 14.6), distribute or otherwise commercially exploit or make available to any third party access to the Webalo Service or underlying Webalo Technology; (ii) except as permitted hereunder, create Internet "links" to the Webalo Service; (iii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Webalo Technology, or otherwise access the Webalo Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of  the Webalo Service, or the underlying Webalo Technology, or (c) copy any ideas, features, functions or graphics of the Webalo Service, or the underlying Webalo Technology; (iv) interfere with or disrupt the integrity or performance of the Webalo Service; (vi) use the Webalo Service to store or transmit Malicious Code (including to, on, or through the Webalo Server or any Device); (vii) attempt to gain unauthorized access to the Webalo Service or its related systems or networks; (viii) access the Webalo Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; (ix) use or permit the use of the Webalo Service in any manner that may involve risk of death, personal injury, property damage, or environmental damage; or (x) otherwise use the Webalo Service in any manner not authorized by this Agreement.  The licenses granted to Licensed Users hereunder cannot be shared but may be reassigned from time to time to new Licensed Users who are replacing former Licensed Users who have terminated employment with Customer or otherwise changed job status or function and no longer use the Webalo Service.

4.  SUPPORT FORUMS.

As part of the Webalo Service, you will have access to our technical support forums located at https://support webalo.com and https://answers.webalo.com (the “Support Forums”).  The Support Forums, which are powered by AnswerHub, facilitate the dissemination of technical support information and discussions amongst Webalo, its customers and its partners.  As a condition to your use of the Support Forums, you agree not to post any abusive, obscene, vulgar, slanderous, hateful, threatening, sexually-orientated or any other material that may violate any laws or regulations of your country or the country where the Support Forums are hosted.  If you violate these conditions, you may be immediately and permanently banned, with notification of your Internet Service Provider if deemed required by us.  The IP addresses from which posts are made are recorded to aid in enforcing these conditions.  You agree that Webalo has the right but not the obligation to remove, edit, move or close any topic at any time should we see fit.  As a user of the Support Forums, you agree that any information you have entered may be stored in a database. 

5.  TERM.

The term of this Agreement commences on the date in which the Agreement has been accepted by Customer (in accordance with Section 1.3 above) and continues perpetually, in full force and effect, unless terminated pursuant to Section 12 of this Agreement.  

6.  THIRD PARTY MATTERS.

The Webalo Service includes third party software (the “Third Party Software”) and Customer’s use of the Third Party Software is governed by the terms of the applicable end user license agreements, which may be accessed at 
http://www.webalo.com/mdappliance/thirdpartysoftware/index.php and http://www.webalo.com/mdappliance/thirdpartysoftware/bundled_apps.php.  By agreeing to the terms of this Agreement, Customer agrees to the terms of such agreements. 

7.  INTELLECTUAL PROPERTY RIGHTS.

7.1. Reservation of Rights.  As between Webalo and Customer, and subject to the licenses granted to Customer in Section 2, Webalo reserves all right, title and interest in and to the Webalo Service and all underlying Webalo Technology and Documentation, including all intellectual property rights therein.  No rights are granted to Customer hereunder other than as expressly set forth herein.

7.2. Customer Data.  As between Webalo and Customer, Customer shall own all right, title and interest in and to all of Customer Data input by it to the Webalo Services; provided, however the foregoing is subject to a license to Webalo as necessary to provide the Webalo Service to Customer.

7.3. U.S. Government License Rights.  Any software made available hereunder to the U.S. Government is provided as “commercial computer software” and any related documentation is provided as “commercial computer software documentation,” or if applicable as to software or documentation as a “commercial item or process,” and all such software and documentation are provided only with the commercial license rights and restrictions contained in the other Sections of this Agreement, which are those customarily provided to the public. Refer to 48 CFR 12.211, 48 CFR 12.212, 48 CFR 227.7102, 48 CFR 227.7102-1, 48 CFR 227.7202-1, and the similar acquisition regulations of other U.S. Government organizations, as applicable. 

7.4. Trademarks.  WEBALO®, THE APP FOR ENTERPRISE™ and ENTERPRISE TO MOBILE WITHOUT THE COMPLEXITY, WAITING OR COST™, are trademarks of Webalo.  No license is granted hereby to Customer in any Webalo trademark.

8.  CONFIDENTIALITY.

8.1. Definition of Confidential Information.  As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Without limitation, Customer’s Confidential Information shall include Customer Data.  Without limitation, Webalo’s Confidential Information shall include all Webalo Technology.  Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

8.2. Protection of Confidential Information.  Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) the Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections for the Confidential Information of the Disclosing Party that are no less stringent than those herein, and the Receiving Party shall ensure that they comply with such confidentiality agreements. 

8.3. Protection of Customer Data.  Without limiting the above, Webalo shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data.  Webalo shall not (a) modify Customer Data, (b) disclose Customer Data except as provided in Section 8.4 or as expressly permitted in writing by Customer, or (c) access or use Customer Data, except to provide the Webalo Services, or to prevent or address service or technical problems, or at Customer’s request, or as otherwise provided herein.

8.4. Limited Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if the disclosure is required as a matter of law or by order of a court, governmental agency, or arbitral tribunal of competent jurisdiction or it is needed in connection with the prosecution or defense of a claim, provided (a) the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure (to the extent legally permitted) and (b) that Receiving Party takes reasonable and lawful actions requested by the Disclosing Party and cooperates with the Disclosing Party to avoid and/or minimize the extent of such disclosure.  In addition, if the Receiving Party assigns or transfers this Agreement in a transaction that is permitted under Section 14.6, the Receiving Party may also disclose Confidential Information of the Disclosing Party to the acquiring entity.

9.  WARRANTIES.

9.1. Mutual Warranties.  Each party represents and warrants to the other party that it has the legal power to enter into this Agreement.

9.2. AS-IS.  EXCEPT AS OTHERWISE PROVIDED IN AN ADDENDUM, THE WEBALO SERVICE IS PROVIDED “AS-IS” AND WITHOUT ANY WARRANTY WHATSOEVER.

9.3. Disclaimer.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN ADDENDUM, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, VALIDITY OF PATENTS, OR TITLE, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, OR BY OPERATION OF LAW, OR FROM ADVERTISING, BROCHURES, PROMOTIONAL MATERIALS, PROPOSALS, DOCUMENTATION, PACKAGING, OR OTHER DESCRIPTIVE LITERATURE OR COMMUNICATIONS.  THIS DISCLAIMER CONSITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

10.  INDEMNIFICATION.

10.1. Indemnification by Customer.  Customer shall defend Webalo against any Claim made or brought against Webalo by a third party (a) alleging that any Customer Data infringes or misappropriates the intellectual property rights of a third party or violates applicable law, if the infringement, misappropriation, or violation occurs during the Term, or (b) arising out of any breach of this Agreement by Customer during the Term, and Customer shall indemnify Webalo for any damages finally awarded against Webalo in connection with any such Claim.

10.2. Conditions to Indemnification. Each promise of indemnification and defense provided in this Agreement or Addendum is conditioned upon the indemnified party (a) promptly giving written notice to the indemnifying party of the Claim; (b) giving the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle any Claim without the consent of the indemnified party, which shall not unreasonably be withheld, delayed, or conditioned); and (c) providing to the indemnifying party all reasonable assistance, at the indemnifying party’s expense. In addition to the defense promised by the indemnifying party, the indemnified party may, at its own expense, also provide its own counsel in defense of a Claim.

10.3.  Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim covered in this Section 10.

11.  LIMITATION OF LIABILITY.

11.1. Limitation of Amount.  IN NO EVENT SHALL WEBALO’S MAXIMUM CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE THE ACTUAL PAYMENTS, IF ANY, RECEIVED BY WEBALO HEREUNDER.

11.2. Exclusion of Consequential and Related Damages.  IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS (OTHER THAN THOSE CONTEMPLATED BY PAYMENTS DUE UNDER THIS AGREEMENT) OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF OPPORTUNITIES, LOSS OF DATA, OR LOSS OF USE, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

11.3. Exceptions.  The limitations in Section 11.1 and 11.2 shall not apply to (a) any access, use, or disclosure of any software, documentation, content, Customer Data, or other Confidential Information beyond that expressly permitted by this Agreement or to any other infringement of any intellectual property rights of either party (or its providers), including without limitation any intellectual property rights acknowledged or conveyed in Section 6, or (b) any indemnification or defense expressly promised in this Agreement.  To the extent (if any) that any disclaimer or limitation of liability or remedy in this Agreement is not permitted by applicable law, it shall not apply, but the liable party shall have the right to make any election as to required remedy.

11.4. Time Limit.  No action or proceeding arising out of or related to this Agreement, whether by litigation, arbitration, or otherwise, may be initiated by either party more than one year after the cause of action accrues.  Excepted are actions for nonpayment of fees or for infringement of any intellectual property rights or for breach of confidentiality.

12.  TERMINATION.

12.1. Termination.  Except as provided in an Addendum, either party may terminate this Agreement at any time, with or without cause, by giving written notice to the other party.

12.2. Effect of Termination.

12.2.1. Effect of Termination on License. Any termination or expiration of this Agreement shall also terminate the licenses granted to Customer hereunder, including without limitation the license of any Webalo Technology.

12.2.3. Customer Data.  Webalo shall delete all Customer Data upon termination.  Webalo has no obligation to maintain or provide any Customer Data after termination of this Agreement.

12.2.4. Disposition of Other Confidential Data. Except as otherwise provided in this Agreement, each party shall, promptly upon any expiration or termination of this Agreement and unless legally prohibited, return, erase, or destroy all Confidential Information of the other party in its custody or control, including all copies thereof, and have an officer certify the same to other party.

12.2.5. Survival.  Upon any expiration or termination of this Agreement, any provision that by its nature would be understood to survive expiration or termination shall survive, including without limitation, Sections 8-11 and 13-15.  Without limitation, any claim for breach or damages arising prior to or as a result of the expiration or termination shall survive.

13.  NOTICES, GOVERNING LAW, VENUE, AND INJUNCTION.

13.1. Notices.  Any notice, election, request, consent, approval, or waiver required or permitted by the terms of this Agreement shall be sufficient if written in English and delivered personally, or sent by telephonic facsimile machine with delivery confirmation required, or sent by commercial delivery service with fees paid by sender and with delivery confirmation required, or by certified or registered mail with postage fully prepaid and with return receipt requested or delivery confirmation required, or by e-mail with delivery receipt required (provided, however, that e-mail shall not be sufficient for notices of termination or of an indemnifiable claim), and in each case if delivered or addressed as follows:

•	If to Webalo, then to: General Counsel, Webalo, Inc., 11835 West Olympic Blvd, Suite 700e, Los Angeles, CA 90064 (Fax: (310) 312-5805; Email: (legal@webalo.com)

•	If to Customer, then to the Customer’s Chief Executive Officer or any Licensed Administrator or to Customer’s billing contact, either at the last address or fax in Webalo’s records for such officer or person or for the Customer. 

Either party may change the address or facsimile phone number to which notices, elections, requests, consents, approvals, and waivers may be sent to it by giving written notice to the other party in the manner provided in this Section 13.1.

13.2. Governing Law.  All matters arising out of or related to this Agreement, including its validity, interpretation, and effect, and all contract and other claims, shall be governed by the substantive law of the State of California, USA, substantive US federal law (including applicable treaties but excluding the United Nations Convention on Contracts for the International Sale of Goods), and applicable intellectual property law, in each case without regard to conflicts of law principles (except as between those specific bodies of law).

13.3. Venue.  All suits arising out of or in connection this Agreement shall be brought solely in the County of Los Angeles, California. The parties hereby submit to the jurisdiction of any United States federal court sitting in Los Angeles, California or, if such court does not accept jurisdiction, a California state court sitting in the County of Los Angeles, California. Excepted are actions to enforce a judgment or an arbitral award or for injunctive relief, which may be filed in any court of competent jurisdiction.

13.4. Injunction.  If either party breaches, or attempts or threatens to breach, the confidentiality, ownership, license restrictions or limitations provisions of this Agreement, the other party to this Agreement shall be entitled to an injunction against the breaching party. Nothing herein contained precludes the other party from pursuing any other remedies available hereunder or at law or equity for such breach, including the recovery of damages.

14.  MISCELLANEOUS.

14.1. Export Control.  Customer (and its Licensed Administrators and Licensed Users) may not download or otherwise export or re-export any Webalo Technology (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders (or successor lists).  Customer represents and warrants that it is not located in, under the control of, or a national or resident of any such country or on any such list.  Customer shall comply with all relevant export laws and regulations of the United States and any local laws in other jurisdiction that may impact its right to import, export, or use the Webalo Services.

14.2. Relationship of the Parties. The parties are independent contractors.  This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14.3. No Third-Party Beneficiaries.  Except for vendors or owners of Third Party Software, there are no third-party beneficiaries to this Agreement.

14.4. Waiver.  No term or condition of this Agreement to be performed by a party shall be deemed waived, except by written consent of the other party.  No election, claim, or other right of a party shall be deemed waived, except by written consent of that party.  Any waiver of any breach of any covenant, term or condition of this Agreement shall not operate or be construed as a waiver of any other covenant, term or condition hereof, or of a prior or subsequent breach of the same covenant, term or condition, nor operate to extinguish the covenant, term or condition of the breach whereof has been waived.

14.5. Severability.  If any provision in this Agreement shall be held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the Agreement shall remain in full force and effect and the offending provision shall remain in effect as far as possible in accordance with the intention of the parties.  However, if the Agreement, as so reformed, substantially alters the basis of the bargain between the parties, it shall be deemed terminated.

14.6. Assignment.  Webalo may assign or transfer its rights or delegate its obligations under this Agreement, in whole or in part, directly or indirectly, including by contract, merger, consolidation, operation of law, Change of Control, or any other means.  The Customer may not assign or transfer its rights or delegate its obligations under this Agreement. Subject to this section, the rights and liabilities of the parties shall bind and inure to the benefit of their respective permitted assigns, successors, and legal representatives.

14.7. Entire Agreement.  This Agreement, including any applicable Addendum, constitutes the entire, final, and complete agreement between the parties hereto relevant to the subject matter hereof. It supersedes and replaces all prior or contemporaneous agreements, promises, proposals, offers, understandings, representations, warranties, conditions, descriptions, promotional materials, and other communications whatsoever, whether written or oral, express or implied, relevant to the subject matter hereof, whether between the parties or their representatives or otherwise. Without limitation, the terms of this Agreement shall supersede the terms of any Customer purchase order, order acknowledgment, or other ordering document. In the event of any conflict between this Agreement, on the one hand, and any Documentation or any End User agreement, on the other hand, this Agreement shall control.

14.8. Changes to Agreement.  From time to time, Webalo may modify this Agreement or any Addendum if (a) Webalo makes substantially the same changes to the terms of service on which it offers Webalo Services to the public generally, and (b) Webalo gives Customer at least forty five (45) days prior written notice of the changes.  If Customer does not accept any of the changes in a given notice, then within forty five (45) days of the date of Webalo’s notice, Customer shall give notice to Webalo that Customer rejects all the changes in Webalo’s notice.  Otherwise, all changes in Webalo’s notice shall become effective on the date specified in the notice or, if no date is specified, then immediately after the 45-day period.  

14.9. Official Language. The official language of this Agreement is English. All reports and written communications between the parties shall be in English.

15.  DEFINITIONS.

As used in this Agreement (including Addendums, if any), each of the following capitalized terms and each of those defined in the Agreement shall have its indicated meaning, unless the context otherwise requires: 

15.1.  “Addendum” means the terms of service that amend this Agreement in order include the Webalo Pro Cloud or Webalo Pro Appliance.

15.2.  “Change of Control” of an entity means a change of more than 50% in the beneficial ownership (as defined in Rule 13d-3 under the U.S. Securities Exchange Act of 1934) of the entity’s voting stock (or other voting equity interests) or, within any 12-month period, in the composition of its board of directors (or other governing body). 

15.3. “Claim” means any claim, demand, suit, or proceeding.

15.4.  “Customer Data” means all electronic data and other content input by Customer (including the Licensed Administrator) or its Licensed Users into Webalo Cloud (or, if by Addendum, Webalo Pro Cloud) including without limitation Licensed User registration information.  It also includes each Device’s unique identification that the Webalo Services detect.

15.5.  “Device” means a mobile device that is capable of being used with the applicable Webalo Service. 

15.6.  “Documentation” means any written product or service description or guide that Webalo makes available on the Webalo website (www.webalo.com).

15.7.  “Licensed User” means a Customer’s employee, representative, consultant, contractor or agent who uses the Webalo Client and/or Webalo Administrative Website to access the applicable Webalo Service. 

15.8.  “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

15.9.  “Order Form” means a document, in tangible or electronic form, executed by Customer and Webalo evidencing the initial subscription for Webalo Pro Cloud or Webalo Pro Appliance, as applicable, and any subsequent order forms submitted online or in written form, specifying the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement and applicable Addendum (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail). 

15.10.  “Term” has the meaning set forth in Section 5 of this Agreement, or the applicable section of an Addendum.

15.11. “Webalo Administrative Website” means Webalo’s proprietary software that enables administrators to configure mobile access to enterprise applications using the Webalo Client, as more fully described at www.webalo.com, which may change from time to time.

15.12.  “Webalo Client” means Webalo’s proprietary software application that is installed on a Device, as more fully described at www.webalo.com.

15.13. “Webalo Cloud” is a version of the Webalo Administrative Website that is hosted by Webalo on a Webalo Server, as more fully described at www.webalo.com. 

15.14. “Webalo Gateway” means Webalo’s proprietary software that supports behind the firewall access to Webalo Pro Cloud, as more fully described at www.webalo.com.  Webalo Gateway is used exclusively with Webalo Pro Cloud.

15.15.  “Webalo Pro Appliance” means a version of the Webalo Administrative Website that is installed and operated on a Customer’s server, as more fully described at www.webalo.com. 

15.16.  “Webalo Pro Cloud” means a fee-based version of Webalo Cloud, as more fully described at www.webalo.com. 

15.17.  “Webalo Server” means the server hosting Webalo Cloud, which may be provided by Webalo or its hosting provider.

15.18.  “Webalo Service” means Webalo Cloud, Webalo Pro Appliance and/or Webalo Pro Cloud.

15.19.  “Webalo Technology” means the Webalo Administrative Website, Webalo Client, Webalo Gateway and all of other Webalo proprietary or licensed technology (including any software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Webalo in providing the Webalo Services.

End of Webalo Terms of Service

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