PRELIMINARY OFFERING CIRCULAR DATED July 8, 2016

iConsumer Corp.

Suite 351
19821 NW 2^nd Avenue
Miami Gardens, FL 33169
(800) 372-6095

102,777,778
Series A Non-Voting Preferred Stock
SEE “SECURITIES BEING OFFERED” AT PAGE 27

(1) The company does not currently intend to use commissioned sales agents or underwriters. In the event it uses commissioned sales agents or underwriters, it will file an amendment to this Offering Circular.
(2) Does not include expenses of the Offering, including costs of blue sky compliance and fees to be paid to FundAmerica Securities, LLC. The company estimates that it will pay the following fees in cash: at the Minimum Offering, $7,500 to FundAmerica and at the Maximum Offering, $60,000 to FundAmerica. See “Plan of Distribution.”

The company is offering a minimum of 2,222,222 shares and a maximum of 102,777,778 shares of Series A Non-Voting Preferred Stock on a “best efforts” basis (the “Offering”). If $100,000 in subscriptions for the shares (the “Minimum Offering”) is not deposited on or before December 31, 2016 (“Minimum Offering Period“), all subscriptions will be refunded to subscribers without deduction or interest. Under the agreement between the company and FundAmerica Securities, LLC (“Escrow Agent”), and except as stated above, subscribers have no right to a return of their funds during the Minimum Offering Period, and the company has no right to receive any funds from subscribers prior to the first “Closing” (as defined on page 13) following that period. If this Minimum Offering amount has been deposited by December 31, 2016, the Offering may continue until the earlier of June 30, 2017 (which date may be extended at the company’s option) or the date when all shares have been sold. See “Plan of Distribution” and “Securities Being Offered” for a description of the company’s capital stock.

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THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 6.

Sales of these securities will commence on approximately [date].

The company is following the “Offering Circular” format of disclosure under Regulation A.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

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In this Offering Circular, the term “iConsumer” or “the company” refers to iConsumer Corp.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING CIRCULAR, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

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SUMMARY

LETTER TO PROSPECTIVE SHAREHOLDERS

If you’re like us, you believe that a company can both make money and, to paraphrase Steve Jobs, make a dent in the universe.

We live in a world where a whole generation worries about their future. Millennials worry about college debt and income inequality. They fear Wall Street, they don’t understand investment, and they worry about being stuck in the 99%. They don’t believe they’ll ever be able to participate in the economy the way their parents did. They’re giving up on the American Dream. That’s a real problem for all us.

At the same time, Millennials are picky, educated consumers. They want great deals. They want to save money. And they want to save the world. Like the generation before them, they love coupons, free shipping, and getting cash back on their purchases. Traditional desires that built eBates, ShopAtHome, RetailMeNot, Groupon, and Coupons.com into companies with billion-dollar valuations and enviable exits for early investors.

iConsumer is eBates meets Wall Street. Where every customer is also a shareholder. Consumers save money with coupons, earn money with cash back rebates because they shopped participating retailers, and get tangible, freely transferable (and if a market develops, easily tradeable) equity in iConsumer simply as a result of being a customer. Skin in the Wall Street game. More shopping gets them more skin. All because they signed up, for free, to be iConsumer members.

It’s why we say that “Ownership is the Ultimate Loyalty Program”.

Companies in this business make money by getting consumers to use them to shop at retailers. Consumers save money by doing so. Retailers pay for that traffic and loyalty. Companies attract consumers by aggregating retailers’ deals and offers, delivering those coupons to consumers, and then sharing the revenue that traffic generates with the consumer in the form of cash back rebates.

That worked well, 10,000,000+ consumers well, but it’s yesterday’s news. iConsumer goes one major step farther. Millennials are demanding more. They want to change the world AND get great deals. By making customers shareholders, we’re changing their world in addition to giving them rebates and saving them money. We’re also creating opportunity for iConsumer by giving customers a vested interest in the success of iConsumer.

The hardest part of creating a company with zillions of customers is acquiring those customers affordably. Title IV of the JOBS Act made it economically feasible to use stock to attract and reward zillions of customers by updating Regulation A. By making a Regulation A offering, iConsumer becomes available to ordinary people, with each customer and investor owning stock in that company.

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Usually companies like iConsumer need to raise lots of cash from investors to build technology or sales teams. Instead, iConsumer licensed technology and services from iGive, a company Rob founded in 1997 and still controls. We’ve leveraged iGive’s relationships with over 1,700 retailers.

Act I is complete. We’re in business. We’re attracting customers on an exploratory budget. We’ve spent the last twelve months being the Regulation A pioneers, testing, refining, building out web sites, the apps, and the support systems. We’re doing real transactions with real people on production systems. We had about $40,000 of revenue in January, 2016, from next to nothing in all of 2015, and about $328,000 of revenue and 11,000 members through June 2016. All this has happened before our offering is qualified, so without the most important ability … the ability to get customers iConsumer stock. Now we’re ready for Act II.

Act II is simple. We need to be quoted. We need to complete this offering so that prospective customers can see that they’re getting real stock that has a real worth established by somebody other than a founder, because somebody paid cash for that stock. Consumers need to see how much others are paying for the stock they’re getting just for becoming members and just for earning cash back rebates.

Act III is all about marketing. Spending the money we raise in this offering to let the world know that they can save money and be Wall Street investors, all at the same time. We have a first-mover advantage that we want to exploit fully.

Companies usually wait to offer shares to the public, but we’re unique, with a first of a kind opportunity to leverage new laws and technologies to create a successful company. These changes allow us to include ordinary people in the creation of a new business, to get ordinary people involved in the early stages as investors and as customers. These new regulations give us all a chance to create a company that, with your help, can make a dent in the universe.

Thanks for considering us.

Robert N. Grosshandler
Sanford D. Schleicher
Co Founders

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RISK FACTORS

The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

The company has only recently commenced its planned principal operations.
iConsumer was formed in 2010 and recognized no significant revenues prior to 2016. Accordingly, the company has a limited history upon which an evaluation of its performance and future prospects can be made. iConsumer’s current and proposed operations are subject to all the business risks associated with new enterprises. These include likely fluctuations in operating results as the company reacts to developments in its market, including purchasing patterns of shoppers and the reaction of existing competitors to iConsumer’s offerings and entry of new competitors into the market. iConsumer will only be able to pay dividends on any shares once its directors determine that it is financially able to do so.

The company depends on one source of revenue.
The company is completely dependent on online shopping. If this market were to cease to grow, or to decrease, for reasons that may include economic or technological reasons (including, for example, recessions or loss of confidence in online commerce due to hacking) the company may not succeed. The company’s current customer base of members is very small, having just begun operations, and the company will only succeed if it can attract a significant number of customers.

The company’s current customer base of retailers and advertisers (to whom it provides advertising and loyalty services) numbers approximately 1,700. The company will only succeed if these retailers choose to continue to do business with iConsumer. They may choose to stop doing business with the company for reasons in or out of control of the company. There are no contractual requirements binding the retailer or advertiser to continue a relationship.

The company is depending on the incentive of ownership in the company to attract customers.
iConsumer is using the prospect of ownership in the company and the ability to share in its success as an incentive to use the company’s products. If potential consumers do not find this a compelling reason to use iConsumer as opposed to its competitors, the company will have no unique selling proposition to distinguish it from its competitors. This incentive requires that potential shareholders be able to ascertain the value of their ownership, which may be hard or impossible to do. The amount of the incentive is calculated based upon a consumer receiving ownership valued at $1 for each dollar of cash back earned by the consumer. This calculation may need to change, up or down, due to market or other forces.

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The value of the ownership earned by consumers is a non-cash expense to the company.
This non-cash expense will depress earnings for the foreseeable future. This may affect the price future prospective shareholders are willing to pay for the stock. The company’s financial projections assume that there is a tax benefit to this non-cash expense. If that assumption is false, the company will have a larger tax liability than anticipated. The company anticipates recording the cost of the incentive compensation at the last public price paid for its stock. If there is no price quoted publicly, the company will need to use other valuation methodologies.

The company’s operations are reliant on technology licensed from a related company.
iConsumer’s operations are run on technology licensed from Outsourced Site Services, LLC (“OSS”), a company under common control, pursuant to an Amended and Restated License Agreement dated May 25, 2016 (the “License Agreement”), which is summarized under “Interest of Management and Others in Certain Transactions.” iConsumer pays OSS a license fee for the use of this technology, and it is the intention of Robert Grosshandler, who controls both companies, to reduce the fee over time, as described in “Management’s Discussion and Analysis.” Changes in the license fee will impact the company’s expenses and net revenue. Since Mr. Grosshandler controls both companies, and will continue to control iConsumer after this offering, he will have the power to determine whether the company will continue to be able to rely on the OSS license, and the price (whether at market rate, or above or below market rate) it pays for the license.

A related company provides operational and other services, which eventually the company will have to pay for at market rates.
The company’s personnel and other operational support such as web hosting, site maintenance, customer support, retailer support and marketing are currently provided by OSS, pursuant to the License Agreement, as described in “Interest of Management and Others in Certain Transactions.” The company will eventually have to pay its own personnel and perform these functions itself, or outsource them to other providers. This may have the result of increasing the company’s expenses. The current arrangement also means that the financial results of the company in its early stages of operations are unlikely to be a good indicator of future performance.

The company depends on a small management team.
The company depends primarily on the skill and experience of two individuals, Robert Grosshandler and Sanford Schleicher. If the company is not able to call upon either of these people for any reason, its operations and development could be harmed.

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The company is controlled by its officers and directors.
Robert Grosshandler currently holds all of the company’s voting stock, and at the conclusion of this offering will continue to hold all of the company’s common stock. Investors in this offering will not have the ability to control a vote by the shareholders or the board of directors.

Competitors may be able to call on more resources than the company.
While the company believes that its approach to online bargain shopping is unique, it is not the only way to attract users. Additionally, existing or new competitors may replicate iConsumer’s business ideas (including the issuance of shares to users) and produce directly competing offerings. These competitors may be better capitalized than iConsumer, which might give them a significant advantage, for example, in surviving an economic downturn where shoppers pull back. Competitors may be able to use their greater resources to provide greater rebates or cashback to consumers, even to uneconomic levels that iConsumer cannot match.

There are logistical challenges involved in the management of large numbers of shareholders.
iConsumer’s business plan is based upon using share ownership as a way to attract online shoppers to its services, and the more it succeeds in doing so, the larger the number of shareholders it will have to manage. The need to address shareholder concerns with respect to recording of ownership, transfer and communications with shareholders may take up a disproportionate amount of management time.

Cash back customers are demanding and aggressive.
Companies such as iConsumer attract customers who enjoy pushing the limits in order to maximize their cash back and stock compensation. This aggressive buying behavior can turn into fraudulent behavior against iConsumer or its partners. The company will need to manage this risk and behavior. Doing so may take up a disproportionate amount of management’s time. This behavior may have unknown financial exposure for iConsumer.

There is no current market for the preferred stock.
There is no formal marketplace for the resale of the company’s preferred stock. The shares may be traded on the over-the-counter market to the extent any demand exists. Investors should assume that they may not be able to liquidate their investment for some time, or be able to pledge their shares as collateral, or be able to hold the stock in a traditional brokerage account. Without a market for the preferred stock, it may be impossible for member-shareholders to be able to value their stock, reducing or eliminating the value of the stock as an incentive.

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DILUTION

Dilution means a reduction in value, control or earnings of the shares the investor owns.

Immediate dilution

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because each share of the same type is worth the same amount, and you paid more for your shares than earlier investors did for theirs.

The following table demonstrates the price that new investors are paying for their shares with the effective cash price paid by existing shareholders for pre-financing shares of $0. It reflects all transactions since inception (including the Recapitalization and Exchange effected in July 2015 and discussed in more detail in “The Company’s Business”), establishing a net tangible book value deficit of $(57,614) or $(0.000288) per share as of December 31, 2015. Net tangible book value is calculated as tangible assets less tangible liabilities. This method gives investors a better picture of what they will pay for their investment compared to the company’s insiders than just including such transactions for the last 12 months, which is what the SEC requires. The table then gives effect to the sale of shares at: A) the minimum number of shares issued, B) the mid-range number of shares issued, C) the maximum number of shares issued.

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The table does not reflect issuances to customers on a no-fee basis, which are anticipated to commence after the first closing of this offering. Any no-fee issuances to customers will further dilute investors in this Offering.

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares, whether as part of a capital-raising event, or issued as compensation to the company’s members, employees, or marketing partners. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowd funding round, a venture capital round, angel investment), employees exercising stock options, compensation to members, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

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If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends; early stage companies such as iConsumer do not pay dividends for some time and iConsumer does not anticipate paying dividends).

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings.

An example of how this might occur is as follows (numbers are for illustrative purposes only):

If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

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PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

Plan of Distribution

The Offering Statement filed with the Commission covers the offer and sale of preferred shares to:

TAX CONSEQUENCES FOR RECIPIENT (INCLUDING FEDERAL, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES) WITH RESPECT TO THE ISSUANCE OF SHARES TO MEMBERS ARE THE SOLE RESPONSIBILITY OF THE INVESTOR. INVESTORS MUST CONSULT WITH THEIR OWN PERSONAL ACCOUNTANT(S) AND/OR TAX ADVISOR(S) REGARDING THESE MATTERS.

The cash price per share of Series A Non-Voting Preferred Stock is $.045.

The minimum investment for the first $500,000 is $1,000 and the minimum investment thereafter is $100.

The company intends, at its discretion, that it will not issue shares to iConsumer members until it has closed at least $100,000 in cash sales to new investors.

The company intends to market the shares in this offering both through online and offline means. Online marketing may take the form of contacting potential investors through social media and posting the company’s Offering Circular or “testing the waters” materials on an online investment platform.

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The company may also utilize other online investment platforms, which may have different financial arrangements and costs.

The company is offering its securities in all states.

No securities are being sold for the account of security holders; all net proceeds of this offering will go to the company.

Investors’ Tender of Funds and Return of Funds

The company is offering a minimum of 2,222,222 shares and a maximum of 102,777,778 shares (including shares for which no cash will be received) of Series A Non-Voting Preferred Stock on a “best efforts” basis. If $100,000 in subscriptions for the shares (the “Minimum Offering”) is not deposited on or before December 31, 2016 (“Minimum Offering Period“), all subscriptions will be refunded to subscribers without deduction or interest. Under the agreement between the company and FundAmerica Securities, LLC (“Escrow Agent”), and except as stated above, subscribers have no right to a return of their funds during the Minimum Offering Period, and the company has no right to receive any funds from subscribers prior to the first “Closing”(as defined below) following that period. If this Minimum Offering amount has been deposited by December 31, 2016, the Offering may continue until the earlier of June 30, 2017 (which date may be extended at the company’s option) or the date when all shares have been sold. In the event that the Minimum Offering amount is not reached by such date or the offering is otherwise terminated, investor funds held in escrow will promptly be refunded to each investor in accordance with Rule 10b-9 under the Securities Exchange Act of 1934.

After the Offering Statement has been qualified by the Securities and Exchange Commission, the company will accept tenders of funds to purchase the preferred shares. The company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date), and may accept the tender of funds before it is clear that the Minimum Offering amount sought will be raised. The funds tendered by potential investors will be held by the Escrow Agent, and will be transferred to the company upon Closing or returned to the investors as discussed above if the Minimum Offering amount is not achieved. Each time the company accepts funds (either transferred from the Escrow Agent or directly from the investors) is defined as a “Closing”. For the avoidance of doubt, the company will not directly receive subscribers' funds and complete any closing transaction until the Minimum Offering amount is met. The escrow agreement can be found in Exhibit 8 to the Offering Statement of which this Offering Circular is a part.

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In the event that it takes some time for the company to raise funds in this offering, the company will rely on income from sales. It has only a limited amount of cash on hand, but the License Agreement with OSS provides that OSS will be responsible for much of the company’s operations as set out in “Interests of Management and Others in Certain Transactions.”

Processing of Subscriptions

You will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if you are not an “accredited investor” as defined under securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth (excluding your principal residence).

The company has engaged FundAmerica Securities, LLC (“FundAmerica Securities”), a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority (“FINRA”), to perform the following administrative functions in connection with this Offering in addition to acting as the escrow agent:

As compensation for the services listed above, the company has agreed to pay FundAmerica Securities a facilitation and technology services fee equal to .5% of the gross proceeds from the sale of the shares offered hereby. If the company elects to terminate the Offering prior to its completion, it has agreed to reimburse FundAmerica Securities for its out-of-pocket expenses incurred in connection with the services provided under this engagement (including costs of counsel and related expenses). In addition, the company will pay FundAmerica Securities (i) $225 for escrow account set up fee, (ii) $25 per month for so long as the Offering is being conducted, but in no event longer than two years ($600 in total fees), (iii) $2 per domestic investor for anti-money launder check (up to $60 for international investors), (iv) $5.00 per investor (one-time accounting fee upon receipt of funds), and (v) any applicable fees for fund transfers (ACH $0.50, check $10.00, wire $15.00). The company will pay FundAmerica Technologies LLC, a technology service provider, $3 for each subscription agreement executed via electronic signature. The foregoing itemized administrative fees shall not exceed $100,000. FundAmerica Securities Transfer LLC, an affiliate of FundAmerica Securities, will serve as transfer agent to maintain stockholder information on a book-entry basis; there are no set up costs for this service, fees for this service will be limited to secondary market activity. If each investor were only to invest the minimum subscription amount of $1,000 for the first $500,000 and $500 for the rest of the Offering per investor, the company estimates the maximum fee that could be due to FundAmerica Securities for the aforementioned internal fees would be $60,000 if it achieved the maximum offering proceeds.

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FundAmerica Securities is not participating as an underwriter of the Offering and under no circumstance will it solicit any investment in the company, recommend the company’s securities or provide investment advice to any prospective investor. Rather, FundAmerica Securities involvement in the offering is limited to acting as an accommodating broker-dealer. Based upon FundAmerica Securities' limited role in this offering, it has not and will not conduct extensive due diligence of this securities offering and no investor should rely on FundAmerica Securities involvement in this offering as any basis for a belief that it has done extensive due diligence. FundAmerica Securities does not expressly or impliedly affirm the completeness or accuracy of the Offering Circular presented to investors by the issuer in this Offering. All inquiries regarding this offering or services provided by FundAmerica Securities and its affiliates should be made directly to the company.

The company may also engage additional broker-dealers to perform administrative functions, who may have different financial arrangements and costs.

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USE OF PROCEEDS TO ISSUER

Assuming the Maximum Offering amount is raised, the net proceeds of this offering to the issuer, after expenses of the offering (payment to FundAmerica, professional fees and other expenses) will be approximately $1,925,000. All cash proceeds will be derived from the sale of preferred shares to new investors as opposed to the issuance of preferred shares to members.

If iConsumer receives the maximum proceeds under this offer, it plans to use these proceeds as follows:

Approximately $200,000, or 11% of the net proceeds assuming the maximum amount offered is raised, has not been allocated for any particular purpose.

Because the offering is a “best efforts” offering with a Minimum Offering size of $100,000 (which would result in net proceeds to the company of approximately $92,500), iConsumer may close the offering without sufficient funds for all the intended purposes set out above. In that event it will “bootstrap” its expenses and only spend funds on marketing and website development when it has revenues to do so.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

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THE COMPANY’S BUSINESS

Overview

The company was founded in 2010 and began operations in 2015. Since founding, it has not undergone any reorganization or acquisitions. Prior to beginning its online bargain shopping operations it acted as a marketing agent for iGive.com, an affiliated company, attracting online traffic and directing it to iGive.com. Until the present it has generated minimal revenues. In July 2015, it executed a recapitalization and exchange with its sole stockholder, Robert Grosshandler, exchanging the existing outstanding Class A Common Stock, all of which was held by Mr. Grosshandler, for newly reclassified Common Stock and Preferred Stock.

Principal Products and Services

The company is an online bargain shopping (cash back rebates and coupon shopping) company that makes money by driving consumers to retailers so that they can take advantage of coupons and cash back rebate offers for products and services displayed on its site and by the retailers. The company is paid by participating merchants when iConsumer members click on those offers and when iConsumer members reach participating merchants’ sites via iConsumer, and make purchases there.

The company launched its online bargain shopping services to the general public on June 19, 2015.

Market

The company’s target market encompasses all online shoppers, with the initial target being those shoppers located in the United States. The company’s direct competitors estimate that they have nearly 100 million global users, and those shoppers located in the United States are the initial target of the company’s marketing efforts.

The company uses social media, PR, display and other forms of paid and unpaid advertising to attract new members to its site. The initial marketing strategy includes “influencers” such as bloggers, writers, and other outlets reachable through social media and public relations. After establishing this beachhead, the company intends to use its own members to spread the word about the advantages of the company’s offering.

A further source of potential customers is the people who have expressed interest in the company’s offering of shares through its “testing the waters” campaign.

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Competition

The company’s competitors include eBates, Shopathome, RetailMeNot, MyPoints, CouponCabin, Brads Deals, swagbucks, and Mainstreetshare. iConsumer offers the same ability to save money shopping by offering coupons and cashback rebates but differentiates itself by additionally offerings its members the ability to “earn” ownership in the company through the acquisition of shares. This further incentivizes members to prefer iConsumer’s offering and to encourage their friends to do the same.

Participating Merchants

Through an agreement with OSS, iConsumer represents over 1,700 retailers, providing cash back and coupon based savings to consumers when they shop at these retailers. OSS personnel are responsible for attracting and maintaining those relationships. iConsumer pays OSS a fee based on revenues for this service. OSS provides similar services to iGive.com Holdings, LLC, an affiliated company.

Research and Development

The company is licensing technology developed by its affiliate OSS and has not yet made any expenditures on research and development.

Employees

The company has no directly paid employees at present. While Messrs. Grosshandler and Schleicher currently work full-time on developing the company’s business, its management is provided by the affiliated company OSS, as described in “Interest of Management and Others in Certain Transactions.”

Intellectual Property

iConsumer has a copyright in its web site, applications, and other computer software. It has filed a trademark application for iConsumer, the logo, and related marks. The technology upon which the company is relying for its operations is owned by OSS, and licensed to iConsumer.

Litigation

The company is not involved in any litigation.

THE COMPANY’S PROPERTY

The company does not own any real estate or significant real assets. The company owns, to the extent permitted by law and end-user agreements, the data generated by its members, and about its members. The cost of creating this data is reflected on the company’s financial statements. The value of these assets is not reflected in the financial statements.

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MANGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The company is in the very earliest stages of development. Operations prior to January 2016 produced minimal revenues.

The company earns revenues through royalties and advertising on its website and intends to earn revenues through agreements with vendors for web traffic and sales referred through the iConsumer.com website. The company recognizes revenue only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the services have been provided, and collectability is assured. Insignificant revenues have been earned or recognized for the years ended December 31, 2015 and December 31, 2014.

Measurable revenue from operations began in January 2016. The company anticipates that revenues throughout 2016 will vary widely each month, as it refines its marketing and promotional offers. Beginning in June 2015, the company began to earn commission revenue by directing customers to participating retailers.

The primary factors affecting gross income are the number of users of the company’s services (members), the amount each member spends and the amount spent on marketing to attract those members. The amount spent on marketing is likely to be larger in relation to the number of members in the earlier days of operations, decreasing as the number of members grows.

The provisions of the License Agreement with OSS will significantly affect the company’s financial results. As described in “Interest of Management and Others in Certain Transactions,” the company will pay 20% of its gross revenues to OSS for the license of the software on which its operations rely and other support services, or 5% of its gross revenues if it uses the software and not other services from OSS. In the event the company decides to provide for itself the support services provided by OSS, the company’s gross margins and profitability are likely to change.

Plan of Operations

Overview

The company launched on June 19, 2015. At that time its suite of services, technical offerings (e.g. web site, apps), and depth and breadth of participating retailers were fundamentally feature and function complete and approached parity with the company’s competition.

19

The company believes that feature and function parity is necessary, but not sufficient, for it to succeed. Attracting and retaining a large number of members (people who use the iConsumer services and offerings to shop at participating retailers) is the single most important goal.

Marketing is the linchpin in attracting members. Fundamental to the company’s marketing plan is the ability to offer and deliver tradeable stock in the company as incentive and reward for participation. For the company stock to have power as an incentive, the member needs to be able to determine the value of that stock. The best way to do that is to have third-party investors pay cash for stock, through this offering, in the secondary market, or in other offerings.

The company will commence full-scale marketing operations upon the successful raising of capital under this Offering. The raise of capital from outside investors will create a reference point that members can refer to when receiving stock as an incentive.

The company has reached milestones in its development as follows:

The company is operational and has already taken the following steps:

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After receipt of funds from first Closing (at least $100,000):

After receipt of funds totalling at least $500,000:

Pre-Qualification Operations

The company has developed and tested marketing messages to attract customers and partners. Efforts include public relations, Facebook advertising, remarketing, and Google search advertising. These built upon previous mentions in Forbes, INC Magazine, StackingBenjamins.com, Cashbackwatch, and others. This effort has resulted in a steady small stream of traffic and new members.

The traffic generated by these marketing test efforts also allows the company to test its systems and procedures. In the approximately twelve months since launch, we’ve confirmed that our consumer-facing offerings are working as planned. Our data integration with retailers and advertisers is working.

As part of the testing and research, the company determined that supporting its target audiences economically required a substantial investment in supporting materials. To that end, it created and launched Shareholder Academy (http://shareholderacademy.com).

21

Operations after Qualification

Upon qualification of this Offering by the SEC, the company will begin to use its website to raise capital from third party investors. The company will commence a marketing campaign to support that effort, focused primarily on individuals who have exhibited an interested in investing and crowdfunding products.

Operations after First Closing

The company has established a minimum raise of $100,000. It believes that establishing that third party investors are willing to pay cash to invest in iConsumer is important to its marketing message to prospective customers.

Once that has been established, the company will expend that $100,000, less the costs of the fund raising, on designing marketing efforts designed to increase membership. It will also begin the process to rollout revamped and improved mobile offerings (Android and IOS apps).

Lastly, it will begin discussions to enable it to be quoted on an OTC marketplace. While the company cannot guarantee liquidity for investors, it believes that being quoted is a necessary precursor to having a liquid market for shareholders.

Operations after receipt of at least $500,000 in funds

The company is seeking to raise a total of $2,000,000 under this offering. Upon receiving at least $500,000, it will increase its marketing efforts to raise the balance of the offering, and repay any monies advanced by OSS on behalf of iConsumer (primarily organizational and marketing costs).

The company’s marketing efforts are focused on building its membership base quickly. The company forecasts that it will be cash flow neutral at about the 250,000 member level. Depending upon the speed of success of its marketing efforts, the company may need to raise additional capital.

Liquidity and Capital Resources

As of the date of this Offering Circular, iConsumer has only nominal liquid assets. The company is completely dependent on the proceeds from this offering and support from affiliated companies to execute its plan of operations. The company has no debt and no obligations to make any capital expenditures. The company has no bank lines or other financing arranged.

22

Robert N. Grosshandler, President

Robert Grosshandler has been President of the company since its inception. In 1997, he founded iGive.com, a company that helps consumers raise money for charities by shopping online. He founded iGive and has acted as CEO of iGivefrom that date to the present. iGive today helps 350,000 consumers contribute to 35,000 charities. He is also founder and CEO of OSS. Between 1976 and 1981 Mr.Grosshandler participated in real estate and industrial workouts. In 1981, he co-founded The SOFTA Group, Inc., which grew to 160 employees when it was sold in 1993.In 1995 he founded and sold a company to a West Coast integrated circuit manufacturer.

Sanford Schleicher, Chief Technology Officer

Mr. Schleicher is Chief Technology Officer, which position he has held since April 2015 and in that capacity he oversees engineering, production and development. From 2009 to the present date he was the Chief Technology Officer of iGive. As CTO, he is responsible for all technology R&D as well as platform operations. Prior to joining iGive.com, Mr.Schleicher was Director of Engineering of Onebox Solutions, and before that Director of Research and Development of Call Sciences which he joined in early 2001, when Call Sciences purchased Vocal Link, a company Mr.Schleicherco-founded in 1997. Prior to Vocal Link, he worked at Quantra Corporation. Previous professional experience includes Baxter Healthcare Inc. and Price Water house. Mr.Schleicher holds an Engineering Degree in Computer Science from the University of Illinois in Champaign/Urbana.

23

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

iConsumer has not yet paid or agreed to pay its officers or directors. Currently, Mr. Grosshandler and Mr. Schleicher are compensated by OSS and their services are provided to iConsumer under the License Agreement. See “Interest of Management and Others in Certain Transactions.”

In the future the company will have to pay its officers, directors and other employees, which will impact the company’s financial condition, as discussed in “Management’s Discussion and Analysis.” The company may choose to establish an equity compensation plan for its management and other employees in the future.

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25

INTEREST OF MANGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Software License and Services Agreement with Outsourced Site Services

The technology used by iConsumer to operate its website is licensed from OSS, where it has been used for 17 years for the operations of iGive, a business that caters to online shoppers who are interested in helping non-profits. iConsumer receives services from OSS, which include hosting, servers, support, internet connectivity, and interconnections with retailers. OSS also provides marketing, management, and accounting services. OSS also employs Robert Grosshandler and Sanford Schleicher.

These services are provided pursuant to an Amended and Restated Software License and Services Agreement dated May 25, 2016, between OSS and the company (the “License Agreement”). Under the License Agreement, the company pays 20% of its gross revenue to OSS. The License Agreement provides that in the event the company wishes to assume responsibility for the support services provided by OSS, it can do so upon at least six months’ notice. In that event, the company will pay 5% of its gross revenues to OSS.

Both iGive and OSS are 100% owned by Robert Grosshandler.

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SECURITIES BEING OFFERED

iConsumer’s authorized capital stock consists of 150,000,000 shares of common stock, $0.001 par value per share, and 300,000,000 shares of preferred stock, $0.001 par value per share, 250,000,000 of which preferred stock have been designated Series A Non-Voting Preferred Stock. As of June 30, 2016 there were 100,000,000 shares of iConsumer’s common stock outstanding, held by one stockholder of record, and 100,000,000 shares of Series A Non-Voting Preferred Stock outstanding, held by 20 stockholders of record. The company’s board of directors is authorized, without stockholder approval, to issue additional shares of capital stock.

The shares being offered to investors are Series A Non-Voting Preferred Stock of iConsumer. The rights of holders in the Series A Non-Voting Preferred Stock are different from the rights of the holders of the company’s common stock.

The following description summarizes the most important terms of the company’s capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of the company’s amended and restated certificate of incorporation and amended and bylaws and the Certificate of Designations for the Series A Non-Voting Preferred Stock, copies of which have been filed with the SEC as Exhibits 2 and 3 to the Offering Statement of which this Offering Circular is a part. For a complete description of iConsumer’s capital stock, you should refer to the amended and restated certificate of incorporation and bylaws, to the Certificate of Designations and to the applicable provisions of Delaware law.

Series A Non-Voting Preferred Stock

Dividend Rights

Series A Preferred Stock will receive dividends, in preference to the holders of common stock and any other capital stock, when and as dividends may be declared from time to time by the board of directors out of legally available funds. While any shares of Series A Preferred Stock are outstanding, no dividends can be paid or declared, and no distribution can be made, until all accrued and unpaid dividends have been paid or declared and set apart.

Voting Rights

The Series A Preferred Stock have no voting rights except as required under law.

Right to Receive Liquidation Distributions

In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the company’s affairs, a holder of Series A Preferred Stock will be entitled to be paid, before any distribution or payment may be made to any holders of Junior Stock: (1) the liquidation preference equal to the amount paid per share at the time of original issue (for example, in this offering); and (2) the amount of any accrued and unpaid dividends, if any, prior to such distribution or payment date. If the assets of the company are insufficient to pay all holders of Series A Preferred Stock, the amounts to be distributed will be reduced in proportion to the amounts they would be entitled.

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Investors should note that since the prices to be paid for the preferred stock will vary as described in “Plan of Distribution,” the amounts to be received upon liquidation will also vary.

Rights and Preferences

The Series A Preferred Stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the Series A Preferred Stock, except as outlined below.

Additional Rights for first $500,000 of Series A Preferred Stock sold

Pursuant to the Subscription Agreement and Investor Rights Agreement that will be signed as a condition to investing in this Offering, and which appears as Exhibit 4 to the Offering Statement of which this Offering Circular is a part, investors buying shares of Series A Preferred Stock as part of the first $500,000 (the “Initial Tranche”) will have anti-dilution protection as follows: If, within two years of the last closing of the sale of the Initial Tranche, the company issues more than $250,000 of Class A Stock, as a part of this Offering or otherwise, at a price per share less than that paid for shares in the Initial Tranche, the company will issue additional shares of Class A Preferred Stock to the Initial Tranche investors such that they will hold the number of shares they would have received if they had paid that lower price.

Common Stock

Dividend Rights

Subject to preferences that may be applicable to any then outstanding preferred stock, holders of iConsumer’s common stock are entitled to receive dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. The company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Voting Rights

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Each holder of iConsumer’s common stock is entitled to ten votes for each share on all matters submitted to a vote of the stockholders, including the election of directors. The company’s stockholders do not have cumulative voting rights in the election of directors.

Right to Receive Liquidation Distributions

In the event of iConsumer’s liquidation, dissolution or winding up, holders of its common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the company’s debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

Rights and Preferences

Holders of iConsumer’s common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the company’s common stock. The rights, preferences and privileges of the holders of the company’s common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of the company’s Series A Non-Voting Preferred Stock and any additional classes of preferred stock that the company may designate in the future.

Transfer Agent and Registrar

The company intends to appoint a transfer agent and registrar for the company’s preferred stock prior to any closing.

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iConsumer Corp.
A Delaware Corporation

Financial Statements and Independent Auditor’s Report

December 31, 2015 and 2014

F-1

F-2

To the Board of Directors of
iConsumer Corp.
Evanston, Illinois

Report on the Financial Statements

We have audited the accompanying financial statements of iConsumer Corp., which comprise the balance sheet as of December 31, 2015 and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the 2015 financial statements referred to above present fairly, in all material respects, the financial position of iConsumer Corp., as of December 31, 2015, and the results of its operations and cash flows for the year then ended in accordance with accounting principles generally accepted in the United States.

F-3

Emphasis of Matter Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has not generated significant revenues or profits since inception, and has sustained significant cumulative losses. Those conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

Other Matter - Prior Period Financial Statements

The financial statements of iConsumer Corp. as of December 31, 2014, were audited by other auditors whose report dated August 27, 2015, on those statements included an emphasis-of-matter paragraph that described the conditions that raised substantial doubt about the Company’s ability to continue as a going concern, discussed in Note 4 to the financial statements.

/S/ Wipfli LLP

July 7, 2016
Minneapolis, MN

F-4

F-5

F-6

F-7

F-8

NOTE 1: NATURE OF OPERATIONS

iConsumer Corp. (the “Company”), is a corporation organized December 16, 2010 under the laws of Delaware. The Company was formed to provide money saving services to consumers through a website that is designed to be searchable and discoverable by Google. On June 19, 2015 it began “test the waters” operations to determine product and service viability for a new service aimed at providing consumers cash back rebates based upon their shopping at participating retailers. As of December 31, 2015, it had not generated significant revenue. In the years preceding the commencement of its planned principal operations, the Company actively provided the service of directing web traffic to iGive.com, primarily aimed at Google and other search engines. Additionally, the Company’s activities since inception have consisted of formation activities and preparations to raise additional capital as described in Note 6. The Company is dependent upon additional capital resources for the continuation of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure additional funding to fully operationalize the Company’s planned operations.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP) and Article 8 of Regulation S-X of the rules and regulations of the Securities and Exchange Commission (SEC).

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; the Company does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

The Company adopted the calendar year as its basis of reporting.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash Equivalents

Cash equivalents can include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less.

F-9

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are carried at their estimated collectible amounts. Accounts receivable are periodically evaluated for collectability based on past credit history with clients and other factors. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions. There are no accounts receivable or associated allowances for doubtful accounts established as of December 31, 2015 or 2014.

Property and Equipment

The Company has a policy to capitalize expenditures with useful lives in excess of one year and costs exceeding $1,000. No property or equipment has been recorded as of December 31, 2015 or 2014.

Fair Value of Financial Instruments

The Company discloses fair value information about financial instruments based upon certain market assumptions and pertinent information available to management. There were no financial instruments outstanding as of December 31, 2015 or 2014.

Concentrations of Credit Risks

The Company’s financial instruments that are exposed to concentrations of credit risk consist of its cash. The Company will place its cash and cash equivalents with financial institutions of high credit worthiness and has a policy to not carry a balance in excess of FDIC insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Revenue Recognition

The Company earns revenues through commissions, royalties, and advertising on its website and intends to earn revenues through agreements with vendors for web traffic and sales referred through the iConsumer.com website. The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition, only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the services have been provided, and collectability is assured. Insignificant revenues have been earned or recognized for the year ended December 31, 2015 and 2014.

Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A - "Expenses of Offering" with regards to offering costs. Prior to the completion of an offering, offering costs will be capitalized as deferred offering costs on the balance sheet. The deferred offering costs will be charged to stockholder’s equity upon the completion of an offering or to expense if the offering is not completed. The Company anticipates significant offering costs in connection with the Proposed Offering discussed in Note 6. Any offering costs incurred prior to December 31, 2015 have been expensed.

Income Taxes

The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carryforwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future. At December 31, 2015 and 2014, the Company had deferred tax assets related to net operating loss carryforwards (NOL). Due to the uncertainty as to the Company’s ability to generate sufficient taxable income in the future and utilize the NOL’s before they expire, the Company has recorded a valuation allowance to reduce the net deferred tax asset to zero. The effective tax rate is different from the expected federal tax rate due to the valuation allowance and state income taxes.

F-10

The Company reviews tax positions taken to determine if it is more likely than not that the position would be sustained upon examination resulting in an uncertain tax position. The Company did not have any material unrecognized tax benefit as of December 31, 2015 or 2014. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the years ended December 31, 2015 and 2014, the Company recognized no interest and penalties.

The Company is required to file U.S. federal tax returns. The U.S. federal tax returns were not filed for the Company for the years 2010-2014, in violation of IRS regulations and federal statutes. The Company filed the returns for each year 2010-2014 during July 2015. As each year incurred a net operating loss, no taxes were due when the returns were filed. However, $100 late filing penalties were assessed and paid for each year. The Company believes it is in compliance after filing these returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. The Company has filed for an extension to file U.S. federal tax returns for the year 2015.

Reliance on Related Party

The Company currently has a software license and service agreement with a related party (see Note 5) and has all of its expenses paid by the related party. As a result, the Company’s results of operations may not be indicative of the results that would have occurred if it operated independently.

NOTE 3: STOCKHOLDERS’ EQUITY (DEFICIT)

As of the issuance date of these financial statements, 100,000,000 shares of Common Stock and 100,000,000 shares of Preferred Stock were issued and outstanding.

The Articles of Incorporation were Amended and Restated effective July 6, 2015. Among the revised provisions, the Company authorized 150,000,000 shares of Common Stock, par value $0.001 per share and reclassified "Class A Common Stock" to "Common Stock"; authorized 300,000,000 shares of Preferred Stock, par value $0.001 per share and reclassified "Class B Common Stock" to "Preferred Stock"; amended the power to authorize the number of authorized shares to be set by affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding shares of Common Stock of the Company. The terms and preferences of these reclassified shares were revised where Common Stock, among other provisions, entitles holders to 10 votes for each share of Common Stock, subordinate dividend rights to Preferred Stock, and certain liquidation rights.

F-11

The Company filed a Certificate of Designations, Preferences, and Rights of Series A Non-Voting Preferred Stock of iConsumer Corp. (under Section 151 of the Delaware General Corporation Law) on July 6, 2015, designating 250,000,000 shares of Preferred Stock authorized under the Amended and Restated Certificate of Incorporation filed July 6, 2015 as Series A Non-Voting Preferred Stock ("Series A Preferred Stock"), par value $0.001. The Series A Preferred Stock was granted certain rights and preferences including: dividend preference on declared and unpaid dividends and liquidation priority for the value paid for the Preferred Shares. The Series A Preferred Stock holders are not entitled to vote on any matters placed to a vote of the stockholders of the Company.

The Company entered into a recapitalization and exchange agreement effective July 6, 2015 with Robert Grosshandler. This agreement stipulates the terms of a tax-free reorganization pursuant to Internal Revenue Code section 368(a), where Robert Grosshandler transfers, assigns, delivers, and surrenders to the Company his pre-recapitalization shares and the Company issues post-recapitalization shares, among other pertinent terms. This exchange retired 1,000,000 Class A Common shares pre-recapitalization, and issued 100,000,000 shares of Common Stock and 100,000,000 shares of Series A Non-Voting Preferred Stock, post recapitalization.

NOTE 4: GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that commenced principal operations in June, 2015, has not generated meaningful revenues or profits since inception, and has sustained net losses of $54,403, and $915 for the years ended December 31, 2015 and 2014, respectively. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or to obtain capital financing from its majority stockholder and/or third parties, including through the Proposed Offering described in Note 6. It plans to incur significant costs in pursuit of its Proposed Offering. No assurance can be given that the Company will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 5: RELATED PARTIES

Prior to June 19, 2015, including the years ended December 31, 2014 and 2013 and earlier, the Company was subject to a three-party oral agreement with iGive.com Holdings LLC (“iGive”) and Outsourced Site Services, LLC (“OSS”), both related parties under common control with shared ownership and management (referred to herein collectively as the “Related Parties”). This agreement stipulated that iConsumer Corp. maintain a website at iConsumer.com that directed traffic to iGive.com (owned and operated by iGive). It maintained that website in such a way as to maximize the traffic to iGive.com. In return, the Related Parties covered all of the costs of maintaining the iConsumer.com website. After launch of the full iConsumer website on June 19, 2015, a site that promotes the iConsumer Corp. planned business operations, this agreement ceased, and iConsumer Corp. became responsible for its own costs, or enter into a formal agreement with the either or both of the Related Parties or others.

F-12

Effective May 1, 2015, the Company entered into a software license and services agreement (the “License Agreement”) with Outsourced Site Services, LLC (“OSS”), a related party. Among the terms of the License Agreement, the Company’s operations will be run on technology licensed from OSS and OSS will provide the Company with certain support services, as defined in the License Agreement. For the use of these services and technology, the Company agrees to pay OSS 20% of its gross revenue, as defined in the License Agreement. The License Agreement provides that in the event the company wishes to assume responsibility for the support services provided by OSS, it can do so upon at least six months’ notice. In that event, the company will pay 5% of its gross revenues to OSS. Since OSS is under common control of Robert Grosshandler, he will have the power to determine whether the company will continue to be able to rely on the OSS license, and the price it pays for the license. The License Agreement has a term of 20 years. As a result of these agreements, the Company’s results of operations may not be indicative of the results that would have occurred if it operated independently.

As of December 31, 2015 and 2014the Company owed $55,776 and $2,027, respectively to the Related Parties for expenses paid on the Company’s behalf since inception.

NOTE 6: PROPOSED OFFERING

Subsequent to December 31, 2015, the Company began pursuing an offering (“Proposed Offering”). The Proposed Offering calls for the Company to offer for sale under Regulation A $2,000,000 of its Class A Non-Voting Preferred Stock at a to be determined price between $0.01 and $2.00 per share. Sales of these securities are expected to commence during 2016. The Company expects to incur costs of up to $75,000 related to the Proposed Offering.

There is presently no secondary market for Company’s stock and therefore the Company cannot guarantee that its securities will ever be tradeable on an exchange or have any other liquidity. This offering is not yet finalized nor qualified by the Securities Exchange Commission (SEC) and is subject to changes. These financial statements should not be relied upon as a basis for determining the terms of the Proposed Offering as this information may not be current or accurate relative to the final terms of the Proposed Offering.

NOTE 7: RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the FASB issued Accounting Standards Update (ASU) 2014-10 which eliminated the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and members’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods beginning after December 15, 2015. Early application is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has early adopted the new standard effective as of December 31, 2015.

F-13

In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this update provide such guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company has not elected to early adopt this pronouncement.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

NOTE 8: GOVERNANCE

On July 6, 2015 the Company revised and/or added to the Articles of Incorporation. The Company also ratified Bylaws formalizing the governance policies and procedures for the Company effective July 6, 2015.

On July 6, 2015 by an Action by Joint Written Consent of Sole Director and Sole Stockholder, the Company elected Robert Grosshandler to serve as a member of the Board of Directors and as an Officer of the Company in the capacity of Chief Executive Officer, President, and Secretary. It also set the number of directors of the Company at one, established an Audit Committee of the Company naming Robert Grosshandler as the sole member of such, set the fiscal year as the calendar year, and other actions.

NOTE 9: EQUITY REWARD MARKETING PROGRAM - PROSPECTIVE DILUTION AND OTHER EFFECTS

The Company, in order to attract members (customers), is offering customers and others the opportunity to earn equity in the Company as a reward or additional reward for certain activities. This equity may be earned in exchange for, amongst other activities, becoming a customer, recruiting other customers, and utilizing the Company’s services to earn cash back on purchases at participating retailers.

F-14

Through its proposed offering (see Note 6), the Company anticipates that the equity earned will be Preferred Class A. The Company will not receive cash for any such equity earned. The Company is valuing this equity at $.09 per share. This valuation is the expected per share price to be received by the Company if its proposed offering is successful. Equity distributed under this program will be dilutive to existing shareholders. If this marketing program is successful, the Company anticipates that significant dilution may result.

There are still significant hurdles to overcome to make this marketing program commercially reasonable and enable it to stay compliant with appropriate regulations, including but not limited to, state Blue Sky laws.

The Company has not yet distributed any equity under this marketing program. If the Company is unable to overcome these hurdles, and thus not be able to use its equity as part of the marketing program, it may have to find substitute compensation of equivalent value.

The Company recognizes the cost of this program as a marketing expense. It has accrued $937 as of December 31, 2015 to reflect this expense.

NOTE 10: SUBSEQUENT EVENTS

In January, 2016 the Company’s operations began to generate significant revenue and membership activities when compared to prior years.

In March, 2016, the Company filed a SEC 1-A for its planned Regulation A offering.

In April, 2016 the Company received oral comments from the SEC regarding its offering. The Company anticipates amending its filing to reflect those comments on or before July 8, 2016.

The Company has evaluated subsequent events through July 7, 2016, the date the financial statements were available to be issued. Based on the evaluation, no additional material events were identified which require adjustment or disclosure.

F-15

PART III

INDEX TO EXHIBITS

* Previously filed

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on July 8, 2016.

iConsumer Corp., Inc.

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

Amended and Restated Software License and Services Agreement

This Amended and Restated Software License and Services Agreement (the "Agreement"), effective as of May 25,2016 (the "Effective Date"), is by and between Outsourced Site Services, LLC, an Illinois limited liability company with offices located at2724 Simpson Street, Evanston,IL 60201 (the "Licensor") and iConsumer Corp., a Delaware corporation with offices located at Suite 351,19821NW 2nd Ave Miami Gardens, FL 33169 (the "Licensee").

WHEREAS, the Licensor is the sole and exclusive legal and beneficial owner of the entire right, title and interest in and to, the Licensed Software, and./or has licensed certain portions of software and technology included in the Licensed Software from iGive.com Holdings, LLC, aDelaware limited liability company ("Sub-Licensor") and the Licensor is permitted to sublicense and include the same in the Licensed Software to be licensed to Licensee hereunder;

WHEREAS, the Licensee desires to obtain a license to use the Licensed Software for its intemal business pulposes, subject to the terms and conditions of this Agreement; and

WHEREAS, the Licensor and the Licensee entered into that certain Software License and Services Agreement as of May 1,2015 (the "Prior Agreement"), and the parties desire to amend and restate the Prior Agteement to reflect changes as set forth herein, as agreed to by the parties.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.     Definitions.

"Action" has the meaning set forth in Section 16.1.

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise/ownership of more than 50Yo of the voting securities of a Person.

"Agreement" has the meaning set forth in the preamble.

"Approved Open-Source Components" means Open-Source Components that may be included in or used in connection with the Licensed Software and are specifically identified in Schedule A.

"Authorized Services" means any and all services performed by any Authorized User for Licensee for or in connection with Licensee's use of the Licensed Software or Documentation in accordance with this Agreement, including any services comprising or relating to the analysis, development, delivery, installation, configuration, integration, testing, deployment, maintenance, support, repair, storage, copying, reproduction, modification, enhancement, improvement or disaster recovery of, or training of Authorized Users concerning, the Licensed Software or Documentation.

"Authorized Users" means all officers, directors and employees/employees of Licensee, which Licensee will identifu in writing to Licensor upon Licensor's request therefor. Authorized Users also include all Persons, including all agents, contractors, consultants, and their respective employees, approved by Licensor that Licensee retains or grants any sublicense to hereunder to provide Authorized Services.

"Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in Miami, Florida are authorized or required by Law to be closed for business.

"Confidential Information" has the meaning set forth in Section 13.1.

"Controlled Technology" means any software, documentation, technology or other technical data, or any products that include or use any of the foregoing, the export, re-export or release of which to certain ^{jurisdictions} or countries is prohibited or requires an export license or other governmental approval, under any Law, including the US Export Administration Act and its associated regulations.

"Disclosing Party" has the meaning set forth in Section 13.1.

"Documentation" means all user manuals, operating manuals, technical manuals and any other instructions, specifications, documents or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, or technical or other components, features or requirements, of the Licensed Software.

"Effective Date" has the meaning set forth in the preamble.

"Force Majeure" has the meaning set forth in Section 18.1.

"Harmful Code" means any: (a) virus, trojan horse, wortn, backdoor or other software or hardware devices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems or software; or (b) time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any Person, or otherwise deprive Licensee of its lawful right to use such software.

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"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

 "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, tteaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof or any arbitrator, court or tribunal of competent jurisdiction.

"License and Services Fee" has the meaning set forth in Section 11.1.

"Licensed Software" means all software owned or licensed by Licensor, including related techniques and other technology, any Maintenance Releases provided to and Licensee Modifications made by or for Licensee pursuant to this Agreement, that is used in the operation of the business known as igive, www.igive.com ("igive"), and all copies of the foregoing permitted hereunder.

"Licensee Data" means all data, information and other content of any type and in any format, medium or form, whether audio, visual, digital, screen, GUI or other, that is input, uploaded to, placed into or collected, stored, processed, generated or output by any device, system or network by or on behalf of Licensee, including any and all works, inventions, data, analyses and other information and materials resulting from any use of the Licensed Software by or on behalf of Licensee under this Agreement, except that Licensee Data does not include the Licensed Software or data, information or content, including any GUI, audio, visual or digital or other display or output, that is generated automatically upon executing the Licensed Software without additional user input.

"Licensee Modifications" means all modifications, corrections, repairs, translations, enhancements and other derivative works and improvements of the Licensed Software or Documentation permitted to be made by Licensee, or for Licensee by any Authorized User pursuant to this Agreement.

"Licensor Personnel" means all employees of Licensor and any Permitted Subcontractors involved in the performance of Services hereunder.

"Loss or Losses" means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

 "Maintenance Release" means any update, upgrade, release or other adaptation or modification of the Licensed Software, including any updated Documentation, that the Licensor may make or have made from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Licensed Software and includes any New Version.

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"New Version" means any new version of the Licensed Software that the Licensor may from time to time generally use or provide for the operation of the igive business in replacement of the Licensed Software previously used by igive.

"Nonconformit5r" or "Nonconformities " means any failure or failures of the Licensed Software to conform to the requirements of this Agreement, including any applicable Documentation.

"Open-Source Components" means any software component that is subject to any open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction or license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.

"Open-Source License" has the meaning set forth in Section 4.

"Operating Environment" means Licensor's or Licensee's computer systems on which the Licensed Software is intended to be installed and operate from time to time, as set forth in the attached Schedule A.

"Permitted IJse" means use of the Licensed Software and Documentation by any Authorized User for the benefit of Licensee in or for the Licensee's internal business operations, not including any use which is directly competitive with the business of igive, i.e. the aggregation of payments received from retailers fulfilling orders from customers through the igive site for contributions to charitable organizations designated be such customers, subject to modifications as provided at w-r,vr.v.igive.coin or such other address as igive may use from time to time.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

"Pricing" means any and all fees, rates and prices payable under this Agreement, including pursuant to any Schedule or Exhibit hereto.

"Receiving Party" has the meaning set forth in Section 13.1.

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"Representatives" means, with respect to a party, that party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors and legal advisors.

"Services" means any of the services, including Support Services, Licensor is required to or otherwise does provide under this Agreement or the Support Agreement as more fully described in Schedule B attached to this Agreement or in the body of this Agreement.

"Source Code" means the human readable source code of the Licensed Software to which it relates, in the programming language in which the Licensed Software was written, together with all related flow charts, code and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a progmmmer reasonably fluent in such programming language to understand, build, operate, support, maintain and develop modifications, upgrades, updates, adaptations, enhancements, new versions and other derivative works and improvements of, and to develop computer programs compatible with, the Licensed Software.

"Support Agreement/Schedule" means such agreement as the parties may enter into setting forth the Support Services and the parties' additional rights and obligations with respect thereto.

"Support Commencement Date" means, with respect to any Licensed Software, the date on which the Licensee coflrmences use of such Licensed Software or such other date as may be set forth in the Support Agreement/Schedule for such Software and expires on the date the Licensee ceases use of such Licensed Software or Licensor's obligation to provide such Suppoft Services as provided in this Agreement.

"Support Services" mears the software support Services Licensor is required to or otherwise does provide to Licensee under this Agreement or the Support Agreement as described in the body of this Agreement and Schedule B.

"Term" has the meaning set forth in Section 14.1.

"Work Product" means the Licensed Software and Documentation and all code, specifications and other documents, work product, information, data and materials that Licensor is required to, or otherwise does, provide to Licensee or its designee(s) in connection with or related to the Licensed Software, Documentation or any Services under this Agreement.

2.     License.

2.1     License Grant. Licensor hereby grants to Licensee during the Term the right and license to use the Licensed Software and Documentation throughout the universe for the Permitted Use in accordance with the terms and conditions of this Agreement. The rights and licenses hereby granted are non-exclusive, irrevocable (except as set forth in Section 16.3(c)), and freely transferable, except as set forth in Section 2.3 or Section 19.8.

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2.2     Licensed Access and Use. Pursuant to the license granted under Section 2.1, and in accordance with the terms and conditions thereof, Licensee has the right and license to do each of the following for or in connection with the Permitted Use:

(a)     Install and execute the Licensed Software on Licensee's hardware;

(b)     use the Licensed Software by any means whatsoever, including via the intemet or any WAN, LAN or VPN, from any other device;

(c)     generate print, copy, download and store all Licensee Data and other data, information and content, including all GUI, audio, visual or digital and other displays and output, as may result from any execution or other use of the Licensed Software;

(d)     use the Licensed Software in object code form, except that the licensed uses of the Licensed Software hereunder shall include use in both Source Code and object code form: (i) upon and after the occurrence of a Release Event; (ii) if and to the extent access to and use of Source Code may be necessary, in Licensee's reasonable judgment, for interoperability pu{poses; and for any Open Source Components, in accordance with the license therefor;

(e)     reverse engineer, disassemble, decompile, decode, adapt, develop, modify and maintain the Licensed Software (in object code and Source Code form) and make any related modifications to the Documentation, and use all resulting corrections, repairs, translations, enhancements and other derivative works and improvements;

(f)     prepare and use as many copies of the Licensed Software and Documentation as may be necessary or useful for the Permitted Use, including for purposes of: (i) operation with other software or systems; (ii) hardware or system maintenance or repair; (iii) software, hardware or system testing; (iv) disaster recovery; and (v) backup and archiving;

(g)     procure and use, and have Authorized Users perform, all Authorized Services;

(h)     grant any and all such sublicenses as may be required to: (i) authorize any Authorized lJsers to perform any of the Authorized Services;

(i)     train Authorized Users in any and all uses of the Licensed Software and Documentation permitted hereunder; and

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(j)     perfbrm, and have Authorized Users perform, any other act, including the provision of any service, that is reasonably incidental to the operation of the Licensed Software for the Permitted Use in accordance with the Documentation and terms and conditions of this Agreement.

2.3     License Restrictions. Except as and to the extent expressly permitted, or as reasonably necessary to make any use of the Licensed Software permitted by Section 2.1, Section2.2 or elsewhere in this Agreement, Licensee shall not, and shall not permit others to rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Licensed Software available to any third party

3.     Export Regulation. Licensee shall not itself, or permit any third parties to, export, re-export or release, directly or indirectly any Controlled Technology to any country or jurisdiction to which the export, re-export or release of any Controlled Technology (a) is prohibited by applicable Law or (b) without first completing all required undertakings (including obtaining any necessary export license or other governmental approval).

4.     Open-Source Licenses. Any use hereunder of Open-source Components shall be governed by, and subject to, the terms and conditions of the applicable open-source license ("Open-Source License"). Licensor shall:

4.1     Identify and describe in Schedule A each of the Approved Open-source Components of the Licensed Software.

4.2     Provide Licensee a complete, machine-readable copy of the Source Code for each such Approved Open-Source Component in accordance with the terms of the corresponding controlling Open-Source License, a copy of each of which as of the Effective Date is attached as an exhibit to Schedule B or can be found at the site listed on Exhibit A, as amended from time to time.

4.3     Update Schedule A to include (a) all Approved Open-Source Components, if any, of any Maintenance Release or other Licensor Work Product and (b) an exhibit attaching all applicable Open-Source Software Licenses or identifying the URL where these licenses are publicly available.

5.     Delivery and Installation.

5.1     Delivery And Installation. Within twenty (20) Business Days after Licensee's request for the installation of the Licensed Software on its computers or its assumption of the Support Services, as provided in Section 10.2, Licensor shall deliver the Licensed Software to Licensee in a condition and manner reasonably suited for such purpose.

5.2     Documentation. Licensor shall provide Licensee with complete and accurate Documentation for all Licensed Software prior to or concurrently with its deiivery. The Documentation shall include all technical and functional specifications and other such information as may be reasonably necessary for the effective installation, testing, use, support (if still Licensor's responsibility) and maintenance of the Licensed Software in the Operating Environment, including the effective configuration, integration, and systems administration of the Licensed Software, and the operation and the performance of all its functions.

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5.3     Documentation Specifications. Licensor shall provide all Documentation in both hard copy and electronic form, as Licensee may reasonably request in writing.

6.     Acceptance. All Licensed Software as of the Effective Date is accepted by Licensee "as-is."

7.     Performance of Services.

7.1     Provision and Ouality of Services. Licensor shall provide all Services and Work Product hereunder in a timely, skillful, professional and workmanlike manner by qualified personnel exercising care, skill and diligence consistent with industry standards, and will devote adequate resources to meet its obligations hereunder, in accordance with the terms and conditions of this Agreement and the Documentation.

7.2     Time of the Essence. Licensor acknowledges that time is of the essence with respect to Licensor's performance hereunder and agrees that prompt and timely performance of all Services and other Licensor obligations in accordance with this Agreement is strictly required.

8.     Training. Licensor shall provide, at no additional charge, reasonable levels of training on all uses of the Licensed Software permitted. Upon Licensee's request, Licensor shall timely provide training on all uses of the Licensed Software for which Licensee requests such training, at such reasonable times at Licensor's location and pursuant to such rates and other terms as Licensor may reasonably establish from time to time.

9.     Maintenance Releases; New Versions.

9.1     Maintenance Releases. During the Term, Licensor shall provide Licensee, at no additional charge, with all Maintenance Releases, each of which will constitute Licensed Software and be subject to the terms and conditions of this Agreement.

9.2     New Versions. Licensee shall have the right, in its sole discretion, to receive any New Versions of the Licensed Software that the Licensor may generally use in the igive business from time to time. All New Versions provided under this Agreement will constitute Licensed Software and be subject to the terms and conditions of this Agreement.

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9.3     Installation. Licensee has no obligation to install or use any Maintenance Release or New Version. If Licensee wishes to install any Maintenance Release or New Version, Licensee shall have the right to have such Maintenance Release or New Version installed, in Licensee's discretion, by Licensor or Authorized Users. If Licensee requests that Licensor install any Maintenance Release or New Version, Licensor shall do so promptly and in no case more than thirty (30) Business Days after Licensee's notice ofsuch request.

10.     Support Services.

10.1     Support Services. Licensor shall provide Licensee with the Support Services described in Schedule B or in the Support Agreement, if any. Such Support Services shall be provided without additional charge, it being acknowledged and agreed that the License Fee includes full consideration for such Support Services during such period. Licensor will perform all Support Services in a timely, skillful, professional and workmanlike manner in accordance with commercially reasonable industry standards and practices for similar services, using personnel with the requisite skill, experience and qualifications, and will devote adequate resources to meet its obligations under this Agreement.

10.2     Assumption of Support Services by Licensee. Licensee may assume responsibility for the Support Services by notice to Licensor at any time but not less than six (6) months prior to the effective date of such assumption.

11.     License and Services Fee.

11.1     Rate and Payment. Licensee shall pay to Licensor an amount (the "License and Services Fee") calculated as twenty percent (20%) of Licensee's Gross Revenue; provided that, if Licensee, by notice to Licensor as provided in Section 10.2, assumes Licensor's obligations to perform the Services, the License and Services Fee will be calculated as five percent (5%) of Licensee's Gross Revenues, commencing with the Gross Revenues collected on and after the first day of the sixth (6e) month after the date of Licensee's notice to Licensor. As used herein, "Gross Revenue" means total revenue recognized, as applicable, by Licensee or its Affiliates in accordance with generally accepted accounting principles for and actually received by the Licensee and its Affiliates from the following: all sources, including collections from retailers on account of customerso orders and payments received from advertisers, concessions and sublicensees, and excluding only amounts refunded by Licensee or credited against Licensee's right to any future payment in the nature of a return. During the Term, Licensee shall pay the License and Services Fee for each calendar quarter, on or before the fifteenth day of the month following the end of the quarter, which payment will be accompanied by a statement by an officer of Licensee certifying the accuracy of the amount of Gross Revenues and any deductions therefrom for the quarter for which the payment is made.

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11.2     Audit Rights. Licensor shall have the right, upon at least ten (10) days prior written notice, during the normal business hours of a mutually agreed upon set of days, through an independent auditor selected by Licensor whose engagement is not subject to any contingency fee arrangement, to examine, audit, and make copies of the relevant documentation of Licensee that provides the basis for the statements delivered by Licensee in accordance with the foregoing. Licensor must notify Licensee within two (2) years of the delivery by Licensee of the statement of Licensor's intention to conduct such an audit, which shall be limited only to the period covered by financial statements included in Licensor's notice to Licensee. Such auditor shall execute a nondisclosure agreement with Licensee in a form reasonably acceptable to Licensee. Licensor shall bear the expense of this audit; provided that the Licensee shall bear the expense of the audit attributable to any quarter(s) if the amount of royalties paid for that quarter(s) so audited is found to have been understated by more than3%o for the quarter. In the event Licensor does not request or conduct any such audit in a timely manner and within two (2) years of the delivery of the financial statement, Licensor shall be deemed to have waived its right to an audit of that calendar quarter.

11.3     Form of Payment. All payments hereunder shall be in US dollars and made, at Licensee's option, by check or wire transfer. Payments shall be made to the address or account specified by Licensor in writing from time to time, provided that Licensor shall give Licensee at least thirty (30) Business Days' prior notice of any account, address or other change in payment instructions. Licensee will not be liable for any late or misdirected payment caused by Licensor's failure to provide timely notice of any such change

11.4     Payment Disputes. Licensee may withhold from payment any and all payments and amounts Licensee disputes in good faith, pending resolution of such dispute, provided that Licensee:

(a)     timely renders all payments and amounts that are not in dispute;

(b)     notifies Licensor of the dispute prior to the due date for payment, specifying in such notice:

(c)     works with Licensor in good faith to resolve the dispute promptly; and

(d)     promptly pays any amount determined to be payable by resolution of the dispute.

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Licensor shall not withhold any Services or fail to perform any obligation hereunder by reason of Licensee's good faith withholding of any payment or amount in accordance with this Section 11.4 or any dispute arising therefrom.

11.5     Taxes. Licensee shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Licensee hereunder other than any taxes imposed on, or with respect to, Licensor's income, revenues, gross receipts, personnel or real or personal property or other assets.

11.6     Subordination. Licensee's obligations under this agreement are subordinate to its obligations to other unsecured creditors and holders of Licensor's Series A Preferred Stock and Licensor's rights to any amount due it under this Agreement shall be subordinate to the rights ofother unsecured creditors ofLicensee and holders of Licensor's Series A Preferred Stock; provided that nothing herein shall give such other creditors or holders any rights to recover any amounts duly paid by Licensee to Licensor prior to any bankruptcy filing or other insolvency action by Licensee. This subordination is personal to Licensee and shall automatically terminate upon a change of control of Licensor by any means.

(b)     As between Licensee and its Affrliates, on the one hand, and Licensor, its licensors and Sub-Licensor, on the other hand, Licensee and its Affiliates have and retain, sole and exclusive ownership of all right, title and interest in and to the Licensee Data, including all Intellectual Property Rights arising therefrom or relating thereto. The Licensee Data is the Confidential Information of Licensee and its Affiliates, and neither Licensor nor any third party (other than a Licensee Affiliate) has or will:

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12.2     Riehts in Open-Source Components. Ownership of all Intellectual Property Rights in Open-Source Components shall remain with the respective owners thereof, subject to Licensee's rights under the applicable Open-Source Licenses.

13.     Confrdentiality.

13.1     Confidential Information. In connection with this Agreement, each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to Section 13.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, agreements with retailers and advertisers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as "confidential". Without limiting the foregoing, Licensee Data is the Confidential Information of Licensee.

13.2     Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in with this Agreement; (b) was or becomes generally known by the public connection other than by the Receiving Party's or any of its Representatives'noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis party that, to the Receiving Party's knowledge, was not or is not, at the time from a third of receipt, under any obligation to maintain its confidentiality; or (d) the Receiving such Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

13.3     Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall for five (5) years:

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(a)     not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

(b)     except as may be permitted by and subject to its compliance with Section 13.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 13.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 13.3;

(c)     safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its /similarly sensitive information and in no event less than a reasonable degree of care; and

(d)     ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' noncompliance with, the terms of this Section 13.

The Receiving Party shall be responsible for any breach of or noncompliance with this Section 13 by any of its Representatives.

13.4     Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy, or waive its rights under Section 13.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 13.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's outside legal counsel, the Receiving Party is legally required to disclose and, upon the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

14.     Term and Termination.

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14.1     Term. The term of this Agreement commences as of the Effective Date and will continue in effect until twenty (20) years from such date unless terminated earlier pursuant to any of its express provisions (the "Term").

14.2     Termination. Subject to the Licensee's license rights pursuant to Section 2, which shall remain irrevocable by Licensor during the Term, in addition to any other express termination right set forth elsewhere in this Agreement:

(a)     Licensee may terminate, at any time without cause, and without incurring any obligation, liability or penalty by reason of such termination, the Services in the manner provided in Section 10.2.

(b)     Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach, except that in the case of Licensee's breach of its obligation to pay any amount due hereunder, the period for cure shall be five (5) days from the date the payment is due and Licensor shall not be required to provide any notice of such breach or a demand for payment.

(c)     Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

14.3     Effect of Expiration or Termination.

(a)     Except as may be expressly provided in this Agreement or to the extent, if any, Licensee terminates or surrenders the license hereunder or its right to any Support Services from Licensor, no expiration or termination of this Agreement shall affect Licensee's obligation to pay the License and Services Fee.

(b)     Within ten (10) days after the effective date of any termination or expiration of this Agreement or any Services, the Receiving Party shall: (i) return to the Disclosing Party all documents and tangible materials containing, reflecting, incorporating or based on the Disclosing Party's Confidential Information; and (ii) permanently erase the Disclosing Party's Confidential Information from its computer systems, except, in each case, to the extent that the Receiving Party requires or will require such Confidential Information to exercise any of its surviving rights or to perform any of its surviving obligations under this Agreement; (ii) permanently erase the Disclosing Party's Confidential Information from its computer systems; and (iii) certify in writing to the Disclosing Party that it has complied with the requirements of this Section f43(b).

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14.4     Survival. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination oft his Agreement: Section 11.2, Section12, Section 13, Section 14.3, Sectionl4.4, Section 15, Section 16, Section 17 and Section 19.

15.     Representations and Warranties.

15.1     Mutual Representations and Warranties. Each party represents and warrants to the other party that:

(a)     it is a duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;

(b)     it has the full right, power and authority to enter into, and to perform its obligations and grant the rights and licenses it grants or is required to grant under, this Agreement;

(c)     the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and

(d)     when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

15.2     Additional Licensor Representations and Warranties. Licensor further represents, warrants and covenants to Licensee that:

(a)     it is the legal and beneficial owner of the entire right, title and interest in and to, or otherwise has the right to sub-license to Licensee, the Licensed Software and Documentation, including all Intellectual Property Rights relating thereto;

(b)     it has the unconditional and irrevocable right, power and authority to grant and perform the license hereunder;

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(c)     the Licensed Software and Documentation, and Licensee's use thereof, is and throughout the Term will be free and clear of all encumbrances, liens and security interests of any kind, other than those imposed by law;

(d)     neither its grant of the license, nor the Services or any other performance by or on behalf of Licensor under this Agreement does or to its knowledge will at any time:

(e)     it has not granted and will not at any time during the Term grant any license or other contingent or non-contingent right, title or interest under or relating to, and it will ensure that Sub-Licensor has not granted and will not at any time during the Term grant any license or other contingent or non-contingent right, title or interest under or relating to, the Licensed Software or Documentation that does or will conflict with or otherwise affect this Agreement, including any of Licensor's representations, warranties or performance or Licensee's rights or licenses hereunder;

(f)     when used by Licensee or any Authorized User in accordance with this Agreement and the Documentation, no Licensed Software or Documentation as delivered or installed by Licensor does or will:

(g)     there is no settled, pending or to its knowledge threatened litigation, claim or proceeding (including in the form of any offer to obtain a license):

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and it has no knowledge of any factual, legal or other reasonable basis for any such litigation, claim or proceeding;

(h)     it has not received any written, oral or other notice of any litigation, claim or proceeding described in Section 15.2(9);

(i)     no expiration or loss of any patent or application for patent rights in the Licensed Software is pending, or, to Licensor's knowledge after reasonable inquiry, threatened or reasonably foreseeable, and Licensor has no reason to believe that any claims of any such patent or patent application are or will be invalid, unenforceable, fail to issue, or be materially limited or restricted beyond the current claims, except for patent rights expiring at the end of their statutory term;

(j)     as provided by Licensor, no Licensed Software does or will at any time during the Term contain any:

(k)     all Documentation is and will be complete and accurate in all material respects when provided to Licensee such that at no time during the license term will the Licensed Software have any material undocumented feature; and

15.3     Performance Warranty and Limited Remedy.

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(a)     Licensor represents, warrants and covenants to Licensee that throughout the Warranty Period relevant thereto:

(b)     If Licensor breaches any of the warranties set forth in Section 15.3(a), Licensor shall, upon written notice from Licensee and at Licensor's sole cost and expense, remedy such breach in a commercially reasonable time and manner. In the event Licensor fails to remedy such breach on a timely basis, Licensee shall be entitled to any and all such remedies as may be available under this Agreement, at law or in equity for breach of the Support Services obligations. Nothing in this Section 15.3(b) shall limit Licensee's right to indemnification pursuant to Section 16.1.

15.4     Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF.

16.     Indemnification.

16.1     General Indemnification. Licensor shall defend, indemnify and hold harmless Licensee and its primed successors and permitted assigns (each of the foregoing Persons, a "Licensee Indemnitee") from and against any and all Losses incurred by the Licensee arising out of or relating to any claim, suit, action or proceeding (each, an "Action") by a third party (other than an Affiliate of Licensee) to the extent that such Losses do or /are alleged to arise out of or result from:

(a)     Licensor's breach of any representation, warranty, covenant or obligation of Licensor under this Agreement (including any action or failure to act by any Licensor contractor that,  if taken or not taken by Licensor, would constitute such a breach by Licensor); or

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(b) action or failure to take a required action (including recklessness or any in connection with the performance of any Services or other activity willful misconduct) performed by or on behalf of, Licensor or any Licensor contractor under required of, or this Agreement.

16.2     Indemnification Procedure. Licensee shall promptly notify Licensor in writing  of any Action for which Licensee believes it is entitled to be indemnified pursuant to Section 16.1 and cooperate with Licensor at Licensor's sole cost and expense. Licensor shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at Licensor's sole cost and Licensor shall not settle any Action in a manner that adversely affects the rights or assets, or restrains or interferes with the business or operations of, Licensee without Licensee's prior written consent, which shall not be unreasonably withheld or delayed. Licensee's failure to perform any obligations under this Section 16.2 will not relieve Licensor of its obligations under this Section 16 except to the extent that Licensor can demonstrate that it has been prejudiced as a result of such failure. Licensee may  participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

16.3     Mitiqation.

(a)     If any Licensed Software, other than any Licensee Modification, or any thereof, is or in Licensor's opinion is likely to be claimed to infringe, component or otherwise violate any third-party Intellectual Property Right, or if misappropriate of any Licensed Software or any component thereof is enjoined or Licensee's use to be enjoined, Licensor shall, at Licensor's sole cost and expense: threatened

(b)     if neither of the foregoing ((add or (a)(ii)) is possible notwithstanding commercially reasonable efforts, then Licensor may, by written notice to Licensor's to cease any and all use of materials that have been enjoined or Licensee, direct Licensee finally adjudicated as infringing, provided that Licensor shall:

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(c)     if none of the remedies set forth in Section 16.3(a) or Section 16.3(b) is reasonably available with respect to the Allegedly Infringing Materials, Licensor may terminate this Agreement, including the rights and licenses granted pursuant to Section 2, and Licensee shall promptly return to Licensor the original copy and all other partial and complete copies of the Licensed Software other than Licensee Modifications and Licensee may pursue all remedies that may be available to Licensee, including the indemnification rights under this Section 16.

17.     Limitations of Liability.

17.1     EXCLUSION OF INDIRECT DAMAGES. EXCEPT AS OTHERWTSE PROVIDED IN SECTION 17.3, IN NO EVENT WILL EITHER PARTY BE LIABLE LINDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PI.INITIVE DAMAGES.

17.2     CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 17.3, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF EITHER PARTY LTNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED $1OO,OOO.OO. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

17.3     Exceptions. The exclusions and limitations in Section l7.l and Section 17.2 do not apply to:

(a)     Losses arising out of or relating to a party's failure to comply with its obligations under Section 11 (License Fees), Section 12 (Intellectual Property Rights) or Section 13 (Confidentiality).

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(b)     A party's indemnification obligations under Section 16 (Indemnification).

(c)     Losses arising out of or relating to a party's gross negligence or more culpable conduct, including any willful misconduct or intentionally wrongful acts.

(d)     Losses for death, bodily injury or damage to real or tangible personal property.

(e)     Losses to the extent covered by a party's insurance.

(f)     A party's obligation to pay atomize' fees and court costs in accordance with Section 19.15.

18.     Force Majeure.

18.1     Force Majeure. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control ( a "Force Majeure Event"), including/: acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Licensee may terminate this Agreement if a Force Majeure Event affecting Licensor continues substantially uninterrupted for a period of 90 days or more.

18.2     Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt notice to the other party, stating the period of time the occurrence is expected to continue and use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

19.     Miscellaneous.

19.1     Effect of Licensor Bankruptcy. All rights and licenses granted by Licensor under this Agreement and shall be deemed to be rights and licenses to "intellectual property," and the subject matter of this agreement, including all Licensed Software, Documentation and Work Product, are and shall be deemed to be "embodiments" of "intellectual property" for purposes of and as such terms are used in and interpreted under section 365(n) of the United States Bankruptcy Code (the "Code") (11 U.S.C. $ 365(n)). Licensee shall have the right to exercise all rights and elections under the Code and all other applicable bankruptcy, insolvency and similar laws with respect to this Agreement and the subject matter hereof and thereof. Without limiting the generality of the foregoing, Licensor acknowledges and agrees that, if Licensor or its estate shall become subject to any bankruptcy or similar proceeding:

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(a)     subject to Licensee's rights of election, all rights and licenses granted to Licensee under this Agreement will continue subject to the terms and conditions hereof and will not be affected, even by Licensor's rejection of this Agreement;

(b)     Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) all such intellectual property and embodiments of intellectual property, and the same, if not already in Licensee's possession, shall be promptly delivered to Licensee, unless Licensor elects to and does in fact continue to perform all of its obligations under this Agreement; and

(c)     the automatic stay under Section 362 of the Code (11 ^U.S.C. $ ^{362) shall} not apply to any instructions from Licensee to the Escrow Agent relating to the escrow deposit materials.

19.2     Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

19.3     Public Announcements. Neither party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other party's trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Licensee is authorized to disclose the existence and terms of this Agreement as it reasonably determines is required to comply with U.S. securities laws.

19.4     Notices. Except as otherwise expressly set forth in this Agreement, all notices, requests, consents, claims, demands, waivers and other communications under this Agreement have binding legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 19.4) .

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Notices sent in accordance with this Section 19.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by e-mail, (in each case, with confirmation of transmission), if sent before or during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the third (3'd) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

19.5     Interpretation. For purposes of this Agreement, (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments and appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

19.6     Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

19.7     Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

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19.8     Assignment.

(a)     Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Licensor's prior written consent, which consent shall not unreasonably be withheld or delayed; except that Licensee shall have the right, without Licensor's consent, to assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement:

(b)     Licensor may assign this Agreement or delegate or otherwise transfer any of its obligations or performance hereunder, whether voluntarily, involuntarily, by operation of law or otherwise, provided that no such delegation or other transfer will relieve Licensor of any of such obligations or performance. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Licensor (regardless of whether Licensor is a surviving or disappearing entity) will be deemed to be a transfer of Licensor's rights, obligations or performance under this Agreement. The effects of any termination of this Agreement pursuant to this Section 19.8(b), including the resulting rights and obligations of the parties, shall be governed by Section 14.3.

(c)     Any purported assignment, delegation or transfer in violation of this Section 19.8 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective primed successors and assigns.

19.9     No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

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19.10     Amendment and Modification: Waiver. No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge of this Agreement and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

19.11     Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

19.12     Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court

19.13     Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

19.14     Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 12 or Section L3 would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

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19.15     Attomeys' Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or coilrmenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.

19.16     Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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SCHEDULE A

OPEN SOURCE

None

SCHEDULE B

SUPPORT AND MAINTENANCE SERVICES

Marketing. Support Services will include Licensor's acting as a marketing representative for Licensee and, in conjunction with Licensor's interaction with the retailers participating on the igive site, Licensor will instruct its representatives to promote and encourage participation on Licensee's site during the Term or until the effective date of Licensee's election under Section 10.2

Standard Telephone Support. During normal Licensor business hours (i.e., 9:00a.m. to 5:00p.m. U.S. Central Time, Monday through Friday, holidays excepted), Licensor shall provide Licensee technical assistance by telephone with the use of the Software, the identification of Software and/or Documentation problems and the reporting of Bugs (as defined below).

Bug Fixes. Licensor shall exercise commercially reasonable efforts to correct any reproducible malfunction of the Software reported to Licensor by Licensee that prevents the Software from performing in accordance with the operating specifications described in the then current Documentation (a "Bug").

Termination. Licensee may terminate Support Service at the end of the Term by giving written notice to Licensor at least thirty (30) days prior to the end of the Term. Licensor may suspend or cancel Support Service if Licensee fails to make any required payments or if Licensee is in material breach of the Agreement.