This Web Site (the “Site”) is a service provided by BrightPlanet Corp. subject to your compliance with the terms and conditions set forth below.

PLEASE READ THIS DOCUMENT BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. CONTINUED USE OF THE SITE SHALL CONSITUTE THE LEGAL EQUIVALENT OF YOUR SIGNATURE AND SHALL ACKNOWLEDGE THAT YOU HAVE AGREED TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE.

BRIGHTPLANET CORP. MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1. Copyright, Licenses and Idea Submissions

The entire contents of the Site are protected by international copyright and trademark laws. The copyrights and trademarks belong exclusively to BrightPlanet Corp., its affiliates or other third party licensors. WITHOUT WRITTEN PERMISSION FROM BRIGHTPLANET CORP., YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS AND CODE. You may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials.

You agree to grant to BrightPlanet Corp. and the public-at-large an unrestricted, non-exclusive, royalty-free, worldwide, perpetual right and license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you upload to any public areas of the Site (such as bulletin boards, forums and newsgroups) or submit to BrightPlanet Corp. by all means and in any media. You are deemed to have waived or disclaimed all copyright ownership rights in any material or information uploaded to any public area of the Site, even if the material or information contains copyright notices. You shall have absolutely no recourse against BrightPlanet Corp. for any alleged or actual infringement of any proprietary rights to which you may claim ownership.

TRADEMARKS. CompletePlanet, BrightPlanet and/or any other names of BrightPlanet Corp. or its publications, products, content or services referenced herein this Agreement or on the Site are the exclusive trademarks or servicemarks of BrightPlanet Corp.. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

2. Use of the Site

You understand that, except for information, products or services clearly identified as being supplied by BrightPlanet Corp., BrightPlanet Corp. does not operate, control or endorse any information, products or services communicated, delivered or otherwise transmitted on the Internet in any way. Except for information, products, and services identified as products of BrightPlanet Corp., all other information, products and services offered through the Site or on the Internet generally are offered by third parties that are not affiliated with BrightPlanet Corp..

Because others will also be able to upload files for the benefit of our users, you understand that BrightPlanet Corp. cannot and does not guarantee nor warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. BRIGHTPLANET CORP. PROVIDES THE SITE AND RELATED INFORMATION "AS IS" AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE SITE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE SITE OR ON THE INTERNET GENERALLY, AND BRIGHTPLANET CORP. SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION.

IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE SITE OR ON THE INTERNET GENERALLY. BRIGHTPLANET CORP. DOES NOT WARRANT THAT THE SERVICE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE SITE WILL BE CORRECTED. YOU UNDERSTAND FURTHER THAT THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOU ACCESS SUCH MATERIALS AT YOUR RISK. BrightPlanet Corp. HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

LIMITATION OF LIABILITY

IN NO EVENT WILL BRIGHTPLANET CORP. BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE SITE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE SITE, OR DOWNLOADED FROM THE SERVICE SITE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE SITE. EVEN IF BRIGHTPLANET CORP. OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE SITE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE SITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, BRIGHTPLANET CORP.'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

BrightPlanet Corp. makes no representations whatsoever about any other web site which you may access through this one or which may link to this Site. When you access a non-BrightPlanet Corp. web site, please understand that it is independent from BrightPlanet Corp., and that BrightPlanet Corp. has no control over the content on that web site. In addition, a link to a BrightPlanet Corp. web site does not mean that BrightPlanet Corp. endorses or accepts any responsibility for the content, or the use, of such web site.

3. Indemnification

You agree to indemnify, defend and hold harmless BrightPlanet Corp., its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service Site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service Site using your link to the Site or otherwise gaining access to the Site through you.

4. Term and Termination

This Agreement may be terminated by BrightPlanet Corp. without notice at any time for any reason. The provisions of paragraphs 1 (Copyright, Licenses and Idea Submissions), 2 (Use of the ServiceSite), 3 (Indemnification), and 5 (Miscellaneous) shall survive any termination of this Agreement.

5. Miscellaneous

This Agreement shall all be governed and construed in accordance with the laws of the State of South Dakota applicable to agreements made and to be performed in South Dakota. You agree that any legal action or proceeding between BrightPlanet Corp. and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in South Dakota. Any cause of action or claim you may have with respect to the Service Site must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. BrightPlanet Corp.'s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. BrightPlanet Corp. may assign its rights and duties under this Agreement to any party at any time without notice to you. Any rights not expressly granted herein are reserved.

6. User's Warranties

You expressly warrant and represent that you are of legal age and possess the requisite legal capacity to enter into binding agreements. If the Site is to be used for commercial or other business purposes, you further warrant and represent that you are duly authorized to accept the terms and conditions of this Agreement and bind your principal or employer to all the terms of this Agreement.

7. Acknowledgement

This Agreement represents the entire understanding between the parties regarding the use of this Site and supercedes any prior statements or representations. IF YOU DON'T AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, please leave the site.

BrightPlanet Corp. may assign its rights and duties under this Agreement to any party at any time without notice to you. Any rights not expressly granted herein are reserved.