—Revised 9/10/2007

Thank you for visiting www.edigital.com.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY

E.DIGITAL CORPORATION, INC. AND ITS AFFILIATES ("E.DIGITAL") PROVIDE THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY "YOU"), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN E.DIGITAL AND YOU, AND YOU ACCEPT THEM BY: (a) PLACING AN ORDER THROUGH THIS WEBSITE; (b) USING THE WEBSITE IN ANY OTHER MANNER; AND/OR (c) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.

E.DIGITAL reserves the right, at our sole discretion, to change, modify or otherwise alter these Terms and Conditions at any time. Unless otherwise indicated, amendments will become effective immediately. Please review these Terms and Conditions periodically. Your continued use of the Site following the posting of changes and/or modifications will constitute your acceptance of the revised Terms and Conditions.

E.DIGITAL also reserves the right at any time to modify, suspend or terminate the Website and any associated Services (or any part thereof), and/or Your use of or access to them, with or without notice. E.DIGITAL will not be liable to You or any third-party for any such modification, suspension, or termination of the Website or associated Services.

This website ("Website") includes without limitation: (a) www.edigital.com, www.edig.com and other on-line services accessible via the Website (collectively the "Services"); (b) information such as technical, contractual, product, program, pricing, marketing, and other valuable information ("Information"); and (c) content such as data, text, software, music, sound, photographs, graphics, video, messages, or other materials ("Content"). E.DIGITAL controls and operates its websites from various locations and makes no representation that this Website is appropriate or available for use in all locations. E.DIGITAL products and services may not be available in Your location, and deliverables may vary among locations. If You are using the Website on behalf of Your employer, You represent and warrant that You are authorized to accept these Terms on Your employer's behalf, and that Your employer agrees to indemnify You and E.DIGITAL for violations of these Terms.

1. PRIVACY

Please review our Privacy Policy, which also governs your visit to this Site, to understand our practices. You consent to the collection, processing and storage by E.DIGITAL of Your personal information in accordance with the terms of E.DIGITAL's Privacy Policy, which is available at www.edigital.com/privacypolicy.htm. You agree to comply with all applicable laws and regulations, and the terms of E.DIGITAL's Privacy Policy, with respect to any access, use and/or submission by You of any personal information in connection with this Website.

2. YOUR OBLIGATIONS AND CONDUCT

2.1 Any conduct by you that in our sole discretion restricts or inhibits any other user from using or enjoying the Site (or any linked site) will not be permitted. You agree not to access or attempt to access the non-public areas of the Site. You agree not to upload, post or otherwise transmit via the Website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to E.DIGITAL or other users of the Website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. E.DIGITAL reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements. You agree to provide accurate, current, and complete information about You as may be prompted by a registration form on the Website and to accept all risks of unauthorized access to such information and Registration Data.

2.2 You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be E.DIGITAL or someone else, or spoof E.DIGITAL's or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users.

3. CONFIDENTIALITY OF E.DIGITAL INFORMATION

3.1 You may obtain direct access via the Website to certain confidential information of E.DIGITAL and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with E.DIGITAL and its suppliers.

3.2 Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of the Terms or E.DIGITAL's written request, You must cease use of Confidential Information and return or destroy it.

3.3 The Terms impose no obligation upon You with respect to Confidential Information that You can establish by legally sufficient evidence: (a) You possessed prior to Your receipt from E.DIGITAL, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by You, or otherwise without violation of the Terms; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to E.DIGITAL adequate to afford E.DIGITAL the opportunity to object to the disclosure.

4. CONTENT SUBMITTED TO E.DIGITAL

E.DIGITAL does not claim ownership of the Content You submit or place on the Website and shall have no obligation of any kind with respect to such Content. Any Content You provide in connection with this Website shall be deemed to be provided on a non-confidential basis without any EXPECTATION OF COMPENSATION. BY SUBMITTING CONTENT, AN IDEA AND/OR ANY RELATED MATERIAL TO US, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR ANY RELATED MATERIALS, AND YOU ARE REPRESENTING AND WARRANTING TO US THAT THE IDEA AND RELATED MATERIALS ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA OR MATERIALS AND THAT WE ARE FREE TO IMPLEMENT THE IDEA AND TO USE THE MATERIALS IF WE SO DESIRE, AS PROVIDED OR AS MODIFIED BY US, WITHOUT OBTAINING PERMISSION OR LICENSE FROM YOU OR ANY THIRD PARTY.

5. MONITORING SITE USAGE

E.DIGITAL does not routinely monitor the Website or Content, but E.DIGITAL and its designees reserve the right to monitor, restrict access to, edit or remove any Content at any time without notice. E.Digital may disclose any Content, records, or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Site; or (iii) to protect our rights or property or the rights of E.DIGITAL’s partners, licensors, or merchants.

6. DELIVERY OF E-MAIL

E.DIGITAL will attempt to deliver all of the e-mail that is addressed to Your e-mail address on E.DIGITAL's Services. However, the nature of e-mail is such that E.DIGITAL cannot guarantee delivery of such e-mail.

7. INDEMNITY

You agree to indemnify and hold E.DIGITAL and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, partners, employees and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Content, Your use of or connection to the Website and/or associated Services (including any use by You on behalf of Your employer), Your violation of these Terms, or Your violation of any rights of another.

8. ADVERTISEMENTS, PROMOTIONS & MARKETING MATERIALS

8.1 By signing up for the E.Digital Newsletter you are giving your consent to receive shareholder alerts, promotions or newsletters from E.DIGITAL, its affiliated entities and/or third-party marketing partners. If you do not wish to receive these emails, you may request to be removed by using the opt-out mechanism listed in the email messages you receive or you may send an op-out notice to info@edigital.com.

8.2 E.DIGITAL may run advertisements and promotions from third parties on the Website. Your correspondence or business dealings with, or participation in promotions of, advertisers other than E.DIGITAL found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. E.DIGITAL is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-E.DIGITAL advertisers on the Website.

9. CONTENT PROVIDED VIA LINKS

You may find links to E.DIGITAL partners, other Internet sites or resources on the Website. You acknowledge and agree that E.DIGITAL is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. E.DIGITAL will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 This Website and all associated data, files or services are copyrighted by e.Digital Corporation, Inc. E.DIGITAL © 2005, All rights reserved. Except as expressly provided, nothing within the Site shall be construed as conferring any license under our or any third party's intellectual property rights, whether by estoppel, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that all content available through and used to operate the Site and its services is protected by copyright, trademark, patent, or other proprietary rights of EDIGITAL and its affiliates, licensors, and service providers. You agree not to: (i) modify, alter, or deface any of the trademarks, service marks, trade dress (collectively "Trademarks") or other intellectual property made available by us in connection with the Site; (ii) hold yourself out as in any way sponsored by, affiliated with, or endorsed by us, or any of our affiliates or service providers; (iii) use any of the Trademarks or other content accessible through the Site for any purpose other than the purpose for which we have made it available to you; (iv) defame or disparage us, our Trademarks, or any aspect of the Site; and (v) adapt, translate, modify, decompile, disassemble, or reverse engineer the Site or any software or programs used in connection with it or its Products and Services. Links to the Site without E.DIGITAL's express written permission are strictly prohibited. The framing, mirroring, scraping or data mining of the Site or any of its content in any form and by any method is expressly prohibited.

10.2 "E.DIGITAL Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations E.DIGITAL uses in connection with its Website, products and services. You may not remove or alter any E.DIGITAL Trademarks, or co-brand your own products or material with E.DIGITAL Trademarks, without E.DIGITAL's prior written consent. You acknowledge E.DIGITAL's rights in E.DIGITAL Trademarks and agree that any use of E.DIGITAL Trademarks by You shall inure to E.DIGITAL's sole benefit. You agree not to incorporate any E.DIGITAL Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.

10.3 It is the policy of the EDIGITAL to respond expeditiously to claims of intellectual property infringement. We will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Notices of claimed infringement should be directed to: info@edigital.com or eDigital Corporation, Inc. 13114 Evening Creek Drive South, San Diego, California, 92128.

11. DISCLAIMER OF WARRANTIES

11.1 YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. E.DIGITAL DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. E.DIGITAL MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE.

11.2 E.DIGITAL MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

11.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

12. LIMITATION OF LIABILITY

12.1 TO THE FULL EXTENT PERMITTED BY LAW, E.DIGITAL IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF E.DIGITAL HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.

12.2 IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE EXCEED $100.00 USD. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

12.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, OUR LIABILITY IN SUCH JURISDICTION SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. PLACE OF PERFORMANCE

You understand and agree that E.DIGITAL does business only in the State of California. E.DIGITAL does not own or operate any facilities outside of California. References to any E.DIGITAL product or service do not constitute an offer to sell or supply that product or service, nor does it mean that the product or service is available in all jurisdictions. Those who choose to access this site from locations outside California do so on their own initiative and are responsible for compliance with all applicable local laws.

14. NOTICE

Except as explicitly stated otherwise, any notices provided by us may be made by an updated posting on the Site, by postal mail or by email to the most recent address that you have provided. Notices to us shall be given by postal mail or e-mail (with a copy by postal mail): eDigital Corporation, Inc. 13114 Evening Creek Drive South, San Diego, California, 92128.

15. GENERAL TERMS

15.1 The Terms constitute the entire agreement between You and E.DIGITAL relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorized E.DIGITAL representative. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use E.DIGITAL or third-party products or services.

15.2 You agree that any material breach of these Terms will result in irreparable harm to E.DIGITAL for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, E.DIGITAL will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if E.DIGITAL seeks such an injunction.

15.3 California law and controlling U.S. federal law govern any action related to the Terms and/or Your use of the Website. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. These Terms and Conditions will be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. You hereby consent to jurisdiction and venue in the state and federal courts in San Diego County, California for such purpose, waive the personal service of any process upon them and agree that service may be effected by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the address you provided to EDIGITAL) and agree that any claim against us must be filed within one (1) year of the time such claim arises, regardless of any law to the contrary; otherwise your claim will be barred forever.

15.4 Services, Content, and product derived or obtained from this Website may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, re-export, or import authorizations required by U.S. or your local laws; (b) not use Services, Content, or direct product from this Website to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from this Website to prohibited countries and entities identified in the U.S. export regulations.

15.5 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.

15.6 The Website may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include statements regarding market expectations and opportunities, expectations about financials, research and development and strategies, statements concerning E.DIGITAL's roadmaps, market share growth, and product and service development and introduction, and our continuous evaluation of the competitiveness of our product and service offerings. These forward-looking statements are just predictions and involve risks and uncertainties. Actual results may differ materially from results discussed in the forward-looking statements. Factors that may cause such a difference include risks related to adverse changes in general economic conditions, failure to reduce costs, lack of success in technical advancements, the timely development, production and acceptance of new products and services, and E.DIGITAL's ability to compete in a highly competitive and rapidly changing marketplace. For a detailed listing of the potential factors affecting E.DIGITAL's business and these forward-looking statements, please refer to E.DIGITAL's periodic reports on Forms 10-Q and 10-K that are filed with the Securities and Exchange Commission.

15.7 Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.

15.8 No Joint Venture, No Derogation of Rights. You agree that no joint venture, partnership, employment, or agency relationship exists between you and EDIGITAL as a result of these Terms and Conditions or your use of the Site. Our performance of these Terms and Conditions is subject to existing laws and legal process, and nothing contained herein is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by us with respect to such use.

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