This Internet Services Agreement (the "Agreement") is between you and RedMagnet®, Inc. ("RedMagnet®"), a corporation organized and existing under the laws of Mississippi whose principal place of business at 1014 North Gloster, Suite C, Tupelo, Mississippi 38804. Use of the services signifies your agreement to the terms and conditions of use set forth in this Agreement.

1. Grant of Rights

RedMagnet® grants you a non-exclusive, non-transferable, limited right to access, use and display the Internet access services provided by RedMagnet®, including, without limitation, e-mail, Web site hosting, newsgroups, bulletin board services, and any other services which RedMagnet® may offer (collectively, the "Service") on any machine(s) of which you are the primary user. A Service account may not be transferred to another party or entity without prior written approval from RedMagnet®, and any such transfer of a Service account is subject this Agreement and to any other limits established by RedMagnet®.

2. Content

You recognize that you are solely responsible for the content of any information you make available by means of the Service, including, without limitation, by posting on a Web site or in e-mail, or in a bulletin board service. RedMagnet® has the right to monitor the content which you or other users make by means of the Service, but shall have no obligation to do so. You agree that if RedMagnet® in its sole discretion deems any content made available by you to be unlawful, fraudulent, unacceptable, offensive, obscene or otherwise objectionable, RedMagnet® has the right, but not the obligation, to remove or deny access to-such content. You expressly agree that RedMagnet® shall not be liable to you for any action RedMagnet® takes to remove or restrict access to such material, nor for any action taken to restrict access to material posted in violation of any law, regulation or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander and invasion of privacy. RedMagnet® has the right to take all reasonable actions to remove or restrict access to any such material, including restriction, suspension or termination of your access privileges and/or deletion of the objectionable material.

3. Proprietary Materials/Rights

Material accessible to you through the Service may be the subject of intellectual property rights, including, without limitation, patents, copyrights, trademarks and trade secrets. Except as expressly permitted by the owner of such rights, you may not reproduce, redistribute, retransmit, publish or otherwise transfer, or commercially exploit, any such material. By posting messages, uploading files, inputting data, or engaging in any form of communication (collectively, "Communications") in or through the Service, you are granting to RedMagnet® a perpetual, worldwide license (the "License") to use, copy, modify, adapt or document such Communications. RedMagnet® shall use the Communications solely in conjunction with providing, promoting, distributing or otherwise exploiting the Service. The License does not, however, grant RedMagnet® any ownership rights in or to your Communications. You shall have no recourse against RedMagnet® for any alleged or actual infringement of any proprietary rights to which you may claim ownership. RedMagnet® or its suppliers own all rights, title and interest in and to all components of the Service except content owned by third parties which may be accessible through the Service and/or the Internet generally. RedMagnet®â€™s ownership rights in the Service include, but are not limited to, the look and feel of the end-user interfaces associated with the Service, the name of the Service, and the collective works consisting of all public messages on the Service. You may not reproduce any sequence of messages from our Service without our permission. In addition, you may not copy, modify, adapt, reproduce, translate, distribute, reverse engineer, decompile, or disassemble (i) any aspect of the Service which we or our suppliers own, or (ii) any service, information or materials supplied by a third party content provider and which you may access through the Service.

4. Prohibited Uses/System Rules

(a) You expressly agree not to use the Service in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation. You acknowledge that prohibited conduct includes, but is not limited to, use of the Service to invade the privacy of third parties, impersonation of RedMagnet® personnel or other parties or entities, transmitting abusive, profane, libelous, slanderous, threatening or otherwise harassing material via e-mail, usenet, chat services bulletin boards or your personal Web page(s). You also agree not to use the Service to (i) solicit other members to patronize services; (ii) violate the security of the Service; or (iii) attempt to utilize another user’s account name or persona without authorization from that user.

(b) You agree not to use the Service or any RedMagnet® electronic mail address in connection with the sending of the same or a substantially similar unsolicited electronic mail message, whether commercial or not, to a large number of recipients. You agree not to send unsolicited mass or group mailings from another service which in any way implicates the use of the Service, RedMagnet® equipment or any RedMagnet® electronic mail address. For purposes of this provision, merely making one’s e-mail address accessible to the public shall not constitute a request or invitation to receive messages. For each violation by you of this provision, you agree to pay RedMagnet® damages to compensate for the lost goodwill such a violation causes, but, where warranted, such as in the case of an accidental transmission, RedMagnet® may waive all or part of any applicable charge. Payment by you under this provision shall not prevent RedMagnet® from seeking to obtain other legal remedies against you, including other damages or an injunction.

(c) You agree to be bound by rules which are important for the proper use of the Service. Your failure to follow these rules, whether set out in this Agreement, or in bulletins posted at various points by RedMagnet®, may result in RedMagnet® terminating this Agreement and your account. You agree to the following rules: (i) except as otherwise provided herein, you will not tell others your password or let your account be used by anyone except yourself, (ii) you will not attempt to, or cause others to attempt to, log in more than once at the same time on your account without specific permission from RedMagnet®; (iii) you will not post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable information of any kind; (iv) you will not upload, post, publish, transmit, reproduce, or distribute in any way, information, software, or other material which is protected by copyright, or other proprietary right, without obtaining permission of the owner of such rights; (v) you will not use our Service to commit a crime, or to plan, encourage or help others to commit a crime; (vi) you will not post or transmit requests for money, petitions for signature, chain letters or letters relating to pyramid schemes; (vii) you will not post or transmit any advertising, promotional materials or any other form of solicitation (RedMagnet® reserves the right, in RedMagnet®â€™s sole discretion, to determine whether such post or transmission constitutes an advertisement, promotional material or any other form of solicitation); (viii) you will not post a single item to more than _____ (___) newsgroups or mailing lists or other similar groups or lists; (ix) you will not post to any newsgroup or mailing list or other similar groups or lists, items which are off-topic (e.g., off topic according to the charter of the newsgroup or mailing list or other similar groups or lists or if the item provoked complaints from regular readers of the newsgroup or mailing list or other similar groups or lists for being off-topic); (x) you will not send unsolicited mass e-mailings; (xi) you will not violate the terms and conditions and operating rules of any other interactive service, including, without limitation, other newsgroups and mailing lists or other similar groups or lists and World Wide Web sites; (xii) you will not post or transmit any private e-mail to any newsgroup or mailing list or other similar groups or lists without the explicit approval of the sender; and (xiii) you will not impersonate another user or otherwise falsify one’s user name in e-mail or in any post or transmission to any newsgroup or mailing list or other similar groups or lists.

5. System Resources

(a) You acknowledge that RedMagnet® shall not provide more than 5 MB of electronic mail storage and that you are responsible for compliance with this limit. You expressly agree that RedMagnet® shall not be liable to you or any third party for any damages resulting from any reasonable action RedMagnet® takes to enforce this provision, including, without limitation, deleting materials from your storage space.

(b) You acknowledge that you may not use the Service to operate server programs, including, but not limited to, mail servers, ftp servers or Web servers. You further agree not to use any technology, method or device to maintain a constant connection with the Service.

6. Charges and Payment

(a) Regardless of whether or not you use the service, RedMagnet® will charge you standard monthly fees for your RedMagnet® account. RedMagnet® charges may vary from time to time, depending on the length of time you are logged on to the Service in any given calendar month, as well as on other factors.

(b)You are responsible for all charges associated with connecting to the Service, including, without limitation, all telephone access lines, telephone and computer equipment necessary to access the Service.

(c) You are responsible for all activities and charges resulting from use of the Service. You agree to pay all monthly membership fees, connect time charges, surcharges, applicable taxes and other charges you incur regarding the Service.

(d) In the event of a breach of security, you will remain liable for any unauthorized use of your account with the Service until you notify RedMagnet® by calling RedMagnet® Customer Service at (662) 840-2992.

(e) RedMagnet® reserves the right to increase fees, surcharges, monthly membership fees or to institute new fees at any time upon thirty (30) days prior notice. RedMagnet® may reduce these fees at any time without notice to you. In the event that your account is terminated or canceled, online time credited to your account is not convertible to cash or other form of credit. If RedMagnet® does not receive the full amount of your Service account balance within thirty (30) days of the invoice date or billing date, the lesser of an additional __% or the highest percentage allowed by law, of the outstanding balance will be added to your bill as a late charge each month and shall be due and payable. You shall also be liable for all attorney and collection fees arising from RedMagnet®â€™s efforts to collect any unpaid balance of your account(s).

7. User Information

(a) You certify to RedMagnet® that you are not a minor, i.e., that you are at least eighteen (18) years of age, provided, however, that a minor’s parent or legal guardian may authorize a minor to use his/her account(s) under supervision of the parent or guardian.

(b) For purposes of identification, billing and marketing, you agree to provide RedMagnet® with accurate, complete, and updated information required by the registration to the Service (Registration Data), including your legal name, address, telephone number(s), and applicable payment data (e.g., credit card number and expiration date). You agree to notify RedMagnet® within thirty (30) days of any changes in your Registration Data. Failure to comply with this provision may result in immediate suspension or termination of your right to use the Service.

(c) You are solely responsible for maintaining the confidentiality of your passwords, and agree that RedMagnet® will have no obligations with regard thereto.

(d) RedMagnet® reserves the right to reveal any Registration Data or other information in its possession regarding users of the Services in cooperation with a request or investigation by any governmental body or governmental agency.

8. No Expectation of Privacy

Although your Communications with and through the Service will usually be viewed only by you and by anyone to whom you address such communications, you acknowledge that transmissions made by means of the Service are not confidential and that your Communications may be read or intercepted by others. You acknowledge that by transmitting materials by means of the Service, no confidential, fiduciary, contractually implied or other relationship is created between you and RedMagnet®. You agree that RedMagnet® has the right to monitor the Service electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other government request, to operate the Service properly, or to protect itself or its subscribers. RedMagnet® has no obligation to monitor the Service, however, RedMagnet® reserves the right to refuse to post or to remove any information or materials, in whole or part, that, in its sole discretion, are unacceptable or in violation of this Agreement. You understand and agree that, unless you notify RedMagnet® to the contrary in writing, RedMagnet® may publish your name and other information in directories which may be accessed by third parties.

9. Warranty and Indemnification

You represent and warrant to RedMagnet® that you will not transmit by means of the Service any materials of any kind which (i) violate, plagiarize, or infringe on the intellectual property or contractual rights of any third party; (ii) are exported in violation of any law, rule, or regulation governing exports from the United States; (iii) contain libelous, defamatory, obscene, pornographic, abusive or otherwise unlawful material; (iv) contain software viruses or any other malicious code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You further represent and warrant to RedMagnet® that your use of the Service will at all times comply with all applicable laws, rules, and regulations. You hereby agree to indemnify, defend and hold harmless RedMagnet® and its employees, licensors, independent contractors, providers, subsidiaries and affiliates (collectively, the "Affiliates"), from and against any and all liability and costs incurred by the Affiliates in connection with any claim arising out of any breach by you of the foregoing representations, warranties and covenants, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. RedMagnet® reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of RedMagnet®.

10. Uncensored Internet Access

YOU UNDERSTAND THAT RedMagnet® PROVIDES FULL, UNCENSORED ACCESS TO MATERIALS ON THE INTERNET CREATED AND MAINTAINED BY UNAFFILIATED THIRD PARTIES. RedMagnet® EXERTS NO EDITORIAL CONTROL OVER SUCH MATERIALS, PORTIONS OF WHICH MAY BE CONSIDERED SEXUALLY EXPLICIT, OBSCENE OR OTHERWISE OFFENSIVE. IN NO EVENT SHALL RedMagnet® BE LIABLE TO ANY PERSON OR ENTITY, EITHER DIRECTLY OR INDIRECTLY, WITH RESPECT TO ANY MATERIALS FROM THIRD PARTIES ACCESSED THROUGH THE SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE AND THE INTERNET GENERALLY. RedMagnet® DISCLAIMS ANY AND ALL RESPONSIBILITY FOR CONTENT CONTAINED IN ANY THIRD PARTY MATERIALS PROVIDED THROUGH LINKS FROM THE SERVICE.

11. Disclaimer of Warranty

THE SERVICE (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION ACCESSED BY ANY MEANS THEREOF) IS PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OF NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, RedMagnet® MAKES NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF OR ERROR IN THE SERVICES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, RedMagnet®â€™S NEGLIGENCE.

12. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL RedMagnet® BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICES, EVEN IF RedMagnet® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION. MAY NOT APPLY TO YOU. IN NO EVENT SHALL RedMagnet®â€™S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED FIVE DOLLARS.

13. Termination

In addition to any other rights of the parties set forth herein, either you or RedMagnet® may terminate this Agreement at any time upon notice. You may terminate your Account by calling (662) 840-2992, but you will remain liable for all charges accrued until your password has been deactivated, including full monthly charges for the month during which the Termination Date occurred. RedMagnet® may modify, suspend or terminate this Agreement or the Account at any time and for any reason without prior notice to you and without refunding any fees you have paid to RedMagnet®. RedMagnet® reserves the right to require you to change your login name or password, and to delete any or all program or data files associated with the Account upon termination of this Agreement. RedMagnet® also reserves the right to restrict, suspend or terminate the Services in whole or in part, without notice, with respect to any breach or threatened breach of Sections 3 or 4, or based on a breach of any of your warranties set forth in Section 9, or if you fail to pay any invoice within ten (10) days of the date such invoice is sent. If RedMagnet® terminates your membership pursuant to this Section 13, RedMagnet® reserves the right to deny access to the Service in whole or in part, including, without limitation, removing your Web site from the RedMagnet® server, and to refuse to provide the service to you following such termination.

14. Modifications to Agreement

RedMagnet® has and reserves the right to modify this Agreement. Any modification is effective immediately upon either a posting on the RedMagnet® home page (http://www.Redmagnet.com), or upon notice by electronic mail, or U.S. mail. Your continued use of the Service following notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of RedMagnet® in providing the Services, including, without limitation, (i) any change in the content of the Services, or (ii) any change in the amount or type of Service Fees, is to terminate Membership by delivering notice to RedMagnet®.

15. Entire Agreement, Waiver of Personal Jurisdiction, Choice of Forum, Legal Expenses

This Agreement constitutes the entire agreement between you and RedMagnet® with respect to the Service and supersedes all prior agreements between you and RedMagnet®. Failure by RedMagnet® to enforce any provision of this agreement shall not be construed as a waiver of any provision or right. Interpretation and enforcement of this agreement shall be governed by the laws of the State of Mississippi (excluding its choice of law rules). You consent to personal jurisdiction in the federal and state courts of Lee County, Mississippi for any action arising out of or relating to your use of the Service. The federal and state courts of Lee County, Mississippi shall have exclusive jurisdiction over all such actions. In any such action, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including, but not limited to, its costs, both taxable and non-taxable, and reasonable attorney’s fees. In the event that any portion of this Agreement is held unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect.