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                                                                                                              Terms of Service
                                                                                                         (Last Modified March 18, 2008)




The following terms of service (these "Terms of Service" or this "Agreement") govern the provision by THEPLANET.COM
INTERNET SERVICES, INC. ("The Planet") to the customer executing this online transaction ("Customer"), of the products and
services described in (i) the Order Form submitted in connection with this online transaction (the "Order Form"), (ii) the Service
Level Agreement (as in effect from time to time and set forth on The Planet's website, the "SLA") governing the Customer's
limited right to recover certain service credits and (iii) The Planet's technical support descriptions (collectively clauses (i) through
(iii), the "Products and Services"). These Terms of Service shall be effective as of the date that Customer executes its online
transaction and thereby accepts these Terms of Services (the "Effective Date"). These Terms of Service hereby incorporate by
reference the SLA, The Planet's Acceptable Usage Policy (as in effect from time to time as set forth on The Planet's website, the
"AUP") and the Order Form each of which is made a part of these Terms of Service and collectively referred to herein as the
"Agreement." Customer's use of The Planet's website, The Planet Network, and the Products and Services is also subject to
Customer's acceptance and compliance with these Terms of Service, the AUP, the SLA and the Order Form. Capitalized terms
used herein without being defined herein shall have the meaning ascribed to such capitalized term in the SLA or AUP, as
applicable. The Planet hereby reserves the right to amend, alter, modify, replace or suspend, from time to time in its sole
discretion, all or any portion of its privacy policy (as in effect from time to time as set forth on The Planet's website, the "Privacy
Policy"). Current copies of The Planet's SLA, AUP and Privacy Policy may be reviewed or printed by Customer at the Legal
section of The Planet's website. CUSTOMER HEREBY REPRESENTS AND WARRANTS THAT IT HAS READ,
UNDERSTOOD AND ACCEPTED THE TERMS OF THE SLA, AUP AND PRIVACY POLICY.

By submitting an Order Form online or by using The Planet's website, The Planet Network (as defined in the SLA), products or
services, Customer hereby agrees to the terms and conditions of the Agreement.

1.        Services and Monthly Commitments. The Planet agrees to provide the Products and Services in accordance with the
terms and conditions of this Agreement beginning on the Effective Date. The Planet may perform additional technical,
supplemental, or professional services (other than the Products and Services) for Customer at either The Planet's published
pricing rates or at rates mutually agreed to in writing between Customer and The Planet. Also, The Planet may perform remedial
services as provided for in the AUP at the pricing set forth therein and without obtaining Customer's consent in advance. If a
Customer subscribes for any Product and Service for a term other than on a month-to-month basis, then each month of such
term Customer shall pay The Planet the greater of (i) the actual fees and expenses payable by Customer for the Products and
Services for which Customer has subscribed for such term (based on all actual licensing and usage of such Products and
Services on a monthly basis) and (ii) the Minimum Monthly Commitment. For purposes of this Agreement, "Minimum Monthly
Commitment" shall be determined each month and shall mean with respect to each Product and Service subscribed for by
Customer other than on a month-to-month basis, the greater of (A) the amount specified as the "Minimum Monthly Commitment"
in the Order Form associated with the subscription for such Products and Services and (B) the highest aggregate monthly
amount paid or payable by Customer with respect to all Products and Services subscribed to for a term other than on a month-
to-month basis, during the current term for which Customer subscribed for such Products and Services. If for any month
Customer's aggregate monthly fees and expenses actually paid or payable by Customer for the Products and Services for which
Customer has subscribed for such term (based on all actual licensing and usage of such Products and Services on a monthly
basis) does not exceed the Minimum Monthly Commitment, then Customer shall pay the Minimum Monthly Commitment in lieu
of the charges that would otherwise be due with respect to such Products and Services. All payments made by Customer with
respect to such Products and Services shall be credited first towards the Minimum Monthly Commitment.

2.       Term and Renewal. Unless Customer agrees to a one-year term or unless otherwise stated in an Order Form or any
service description, the initial term ("Initial Term") of this Agreement shall be month-to-month, commencing on the Effective Date
and shall automatically renew (A) in the case of a month-to-month term, the first day of each month for successive one-month
periods unless cancelled or terminated earlier pursuant to the express terms of this Agreement or (B) in the case of a one-year
term, each yearly anniversary of the Effective Date for successive one-year periods unless cancelled or terminated earlier
pursuant to the express terms of this Agreement (in each case, a "Renewal Period"). Customer agrees to be bound by the
service term selected on the Order Form or via applicable promotional codes. The Planet may cancel or elect not to renew the
Products and Services for any reason or no reason at all by delivering to Customer a written notice of non-renewal at least five
(5) days prior to the expiration of the Initial Term or the then-current Renewal Period, as applicable.

3.        Customer Cancellation or Non-Renewal.           In order to cancel or elect not to renew any Product or Service, Customer
must (i) submit an online service cancellation request (a "Cancellation Notice") by completing the cancellation form provided for
in Orbit (https://orbit.theplanet.com) at least two (2) days prior to expiration of the Initial Term or the then-current Renewal Term
and (ii) upon submission of the Cancellation Notice, contact via telephone a Planet customer service representative to confirm

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the information set forth on the Cancellation Notice, unless otherwise instructed in writing by The Planet to do so otherwise.
CUSTOMER AKNOWLEDGES AND AGREES THAT NO PRODUCT OR SERVICE WILL BE CANCELLED, ALL PRODUCTS
AND SERVICES SHALL CONTINUE TO RENEW AND CUSTOMER WILL CONTINUE TO BE BILLED FOR ALL PRODUCTS
AND SERVICES UNLESS CUSTOMER CONFIRMS VIA TELEPHONE THE INFORMATION PROVIDED IN THE
CANCELLATION NOTICE AS PROVIDED IN SECTION 3 CLAUSE (ii) ABOVE.

4.        Termination.       The Planet may immediately terminate this Agreement at any time, and without liability, upon the
occurrence of any of the following events ("The Planet Termination"): (i) Customer's failure to pay any overdue amount within
ten days after written notice by The Planet is given to Customer or (ii) Customer's material breach or violation of any provision of
this Agreement (other than such violations set forth in clauses (iii), (iv) and (v) below) that is not cured within ten (10) days of
Customer's receipt of written notice from The Planet referencing such breach or violation; (iii) Customer ceasing to do business
in the normal course, becoming or being declared insolvent or bankrupt, being the subject of any proceeding relating to
liquidation or insolvency which is not dismissed within ninety (90) calendar days, or making an assignment for the benefit of its
creditors; (iv) Customer's violation of the AUP or the Privacy Policy; or (v) The Planet determines in its sole discretion that
Customer continues to host content that may subject The Planet to legal liability (in which case, The Planet may terminate or
modify the Products and Services to avoid such liability).

Customer may terminate this Agreement with respect to all, and not less than all, of the Products and Services without liability
(except for Charges due through the effective date of such termination) upon the occurrence of a material breach by The Planet
of its obligations to provide the Products and Services according to the terms of this Agreement that is not cured within ten (10)
business days after written notice from Customer describing such breach in detail is received by The Planet ("Customer
Termination"). In the event of a Customer Termination, Customer shall pay (1) all outstanding amounts payable through the
effective date of such termination and (2) if the Products and Services include software for which The Planet does not then
provide general customer support, Customer shall pay to The Planet an amount equal to The Planet's cost of such software for
the entire Initial Term and any applicable Renewal Periods. If Customer terminates this Agreement for any reason other than a
Customer Termination, Customer shall pay to The Planet an amount equal to all unpaid Charges through the effective date of
such termination and (A) in the case of any Product and Service subscribed for on a month-to-month basis, all Charges for the
Products and Services through the remainder of the Initial Term or the then-current Renewal Term, as applicable and (B) in the
case of any Product and Service subscribed for other than on a month-to-month basis, all Charges for the Products and
Services through the remainder of the Initial Term or the then-current Renewal Term, as applicable, calculated based upon the
then-current Minimum Monthly Commitment payable by Customer upon the date of termination. CUSTOMER
ACKNOWLEDGES THAT CUSTOMER WILL NOT BE ENTITLED TO ANY REFUND OR CREDIT IN THE EVENT THAT ANY
PRODUCT OR SERVICE THAT IS PROVIDED ON THE BASIS OF A ONE-YEAR TERM IS TERMINATED, WITH OR
WITHOUT CAUSE, PRIOR TO THE EXPIRATION OF THE ONE-YEAR TERM. CUSTOMER HEREBY WAIVES ALL RIGHTS
TO ANY SUCH REFUND OR CREDIT.

Upon termination of this Agreement, The Planet and Customer shall have no obligations to each other, except as provided for in
this Agreement. Upon termination of this Agreement, Customer shall (i) pay all Charges and other amounts due and owing to
The Planet under these Terms of Service, (ii) immediately remove from The Planet's premises all property owned by Customer,
including, but not limited to, immediately removing all of Customer's data from The Planet Network (including all servers owned
or operated by The Planet), and (iii) return to The Planet all software, access keys, and any other property provided to Customer
by The Planet under this Agreement. Any physical property of Customer not removed from The Planet's premises within forty-
five (45) days after such termination shall become the property of The Planet, which may, among other things, dispose of such
property without the payment of any compensation to Customer. Sections 4, 5, 6, 7 and 8 shall survive the expiration,
cancellation and termination of this Agreement for any reason.

5.        Payment. Customer agrees to pay all charges, fees, penalties, early cancellation charges, reconnection fees, service
interruption fees, installation fees and other amounts due under this Agreement (collectively "Charges") in US dollars. Each
Customer that is a Texas resident agrees to pay all taxes applicable to its account. Except as otherwise provided for herein, all
Charges for the Products and Services, and for any additional services described herein, shall be invoiced to the Customer and
paid in advance of the Initial Term and each Renewal Term (but may include any applicable pro-rated amounts for partial
months of for Products and Services provided on a month-to-month basis) and shall be due and payable upon receipt. Any
additional one-time charges, including early cancellation charges, accrued interest, late fees, service reinstatement fees, and
any usage-based charges (installation or set-up fees) shall be invoiced in arrears and appear on either regular monthly invoices
or separate invoices. Server rental charges are incurred immediately at signup and are prorated by 3 days to allow for server
provisioning and delivery. Customer also shall pay to The Planet all expenses incurred by The Planet in exercising any of its
rights under this Agreement or applicable law with respect to the collection of a payment default, including attorneys' fees, court
costs, and collection agency fees. If Customer fails to pay any past due amount within five (5) days after written notice by The
Planet is given to Customer, The Planet may suspend performance under this Agreement and if such past due amounts remain
unpaid within five (5) days thereafter, The Planet may terminate this Agreement. The Planet may charge interest on any invoice
amounts that are overdue by more than ten (10) days at the lesser of (a) 1.5% per month or (b) the maximum non-usurious rate
under applicable law. Customer shall be deemed to have accepted as conclusively accurate any invoice that it has not disputed
in a writing delivered to The Planet within sixty (60) days of the invoice date. Customer may withhold the disputed portions of
payments that are properly and timely disputed hereunder as long as it timely pays all undisputed charges that are outstanding.
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The parties shall work together in good faith to resolve any such disputed charge. In the event that this Agreement is terminated
by The Planet for any reason constituting "The Planet Termination" (as defined above) or by Customer for any reason other than
"Customer Termination" (as defined above), all Charges under the Agreement, including all remaining monthly or yearly fees
due for the remaining portion of the Initial Term and each applicable Renewal Period, shall accelerate and are immediately due
and payable. All set-up fees, monthly service fees and usage fees are non-refundable. Customer shall not be entitled to any
refunds or credits, pro-rated or otherwise, in the event of early termination of this Agreement by The Planet according to the
terms herein.

6.        Indemnification. Customer agrees to indemnify and hold harmless The Planet, its subsidiaries, their affiliates and each
of their respective directors, officers, employees, shareholders and agents (each an "Indemnified Party") against any losses,
claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, "Losses") to
which an Indemnified Party may become subject and which Losses arise out of, or relate to the Agreement, Customer's use of
the Products and Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright,
patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including
reasonable attorneys' fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss,
whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.

7.       Disclaimers; Limitation on Company Liability.

THE PLANET SHALL NOT BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,
OR FOR ANY LOSS OF PROFITS OR LOSS OF REVENUE RESULTING FROM THE USE OF THE PRODUCTS AND
SERVICES BY THE CUSTOMER OR ANY THIRD PARTIES OR ANY FAILURE OF THE PRODUCTS AND SERVICES OR (ii)
ANY LOSS OF DATA, INCLUDING LOSS OF DATA RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES,
SERVICE INTERRUPTIONS, FAILURE OF THE PLANET NETWORK, RECLAIMATION OF SERVERS BY THE PLANET,
FAILURE OF SERVERS, THE RELOADING OF AN OPERATING SYSTEM OR OTHER SOFTWARE ON A SERVER OR THE
NEGLIGENCE OF THE PLANET. CUSTOMER IS SOLELY RESPONSIBLE FOR SAFEGUARDING, BACKING UP AND
ARCHIVING ALL DATA OWNED, CONTROLLED OR TRANSMITTED BY CUSTOMER THAT RESIDES ON THE PLANET
NETWORK OR ANY SERVER OWNED OR OPERATED BY THE PLANET.

IN NO EVENT SHALL THE PLANET'S AGGREGATE LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT EXCEED
THE AGGREGATE AMOUNT PAID BY CUSTOMER TO THE PLANET IN THE BILLING CYCLE IMMEDIATELY
PRECEEDING SUCH CLAIM.

THE PLANET PROVIDES ALL PRODUCTS AND SERVICES "AS IS," WITHOUT WARRANTY OF ANY KIND, WHETHER
EXPRESS OR IMPLIED AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE PRODUCTS
AND SERVICES AND THE PLANET SHALL HAVE NO LIABILITY THEREFORE.

NO CLAIM MAY BE ASSERTED BY CUSTOMER AGAINST THE PLANET MORE THAN TWO (2) YEARS FOLLOWING THE
DATE OF THE EVENT THAT UNDERLIES ANY SUCH CLAIM.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF A SERVICE CREDIT AS PROVIDED FOR IN THE
SLA CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND THE PLANET'S SOLE AND EXCLUSIVE
LIABILITY, FOR ANY FAILURE OF THE PLANET NETWORK, THE PLANET HARDWARE OR THE PLANET
INFRASTRUCTURE OR THE FAILURE BY THE PLANET TO PROVIDE CUSTOMER WITH THE PRODUCTS AND
SERVICES OR MANAGED HOSTING SERVICES PURCHASED BY CUSTOMER IN ACCORDANCE WITH THIS
AGREEMENT WHICH RESULTS FROM A QUALIFIED NETWORK DOWNTIME EVENT OR ANY OTHER QUALIFIED
DOWNTIME EVENT.

8.       Miscellaneous Terms.

Bandwidth and Disk Usage. Customer agrees that bandwidth and disk usage shall not exceed the number of megabytes per
month for the Products and Services ordered by Customer on the Order Form (the "Agreed Usage"). The Planet will monitor
Customer's bandwidth and disk usage. The Planet shall have the right to take corrective action if Customer's bandwidth or disk
usage exceeds the Agreed Usage. Such corrective action may include the assessment of additional charges, disconnection or
discontinuance of any and all Products and Services, or termination of these Terms of Service, which actions may be taken by
The Planet in its sole and absolute discretion. If The Planet takes any corrective action under these Terms of Service, Customer
shall not be entitled to a refund of any fees paid in advance prior to such action. Bandwidth usage is measured on a calendar
month basis. Both incoming and outgoing traffic is counted and applied towards the Agreed Usage. In the event that Customer
exceeds the Agreed Usage, The Planet may, at its sole discretion, collect a deposit, in the amount of $0.50 per GB from
Customer, or to the extent that Customer has a credit card on file with The Planet, apply such charge against Customer's credit

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card. Data transfer in excess of the Agreed Usage shall be automatically billed to Customer. Unused Agreed Usage or
bandwidth allocations cannot be carried over to future months or applied to other servers.

Notices. Unless otherwise specified herein, all notices, requests and other communications hereunder shall be sufficiently given
if in writing and delivered personally or sent by facsimile transmission, internationally recognized overnight courier, or registered
or certified mail (return receipt requested) to the address or facsimile number of Customer listed in The Planet's records or if to
The Planet then to the address set forth below. Such notices or other communications shall be deemed to have been given (a)
on the date delivered (if delivered personally), (b) on the date that return confirmation is received (if sent by facsimile), (c) on the
business day after being sent by an internationally recognized overnight air courier, or (c) five days after being sent (if sent by
registered or certified mail).

         ThePlanet.com Internet Services, Inc.
         315 Capitol
         Suite 205
         Houston, Texas 77002
         Attn: Legal Department
         Phone: (281)714-3000
         Fax:     (281)714-3001
         Email: legal@theplanet.com

Waiver. It is agreed that no waiver by any party hereto of any breach or default of any of the covenants or agreements herein
set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.

Severability. If one or more of the provisions contained in this Agreement are found to be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions shall not be affected.

Force Majeure. Neither party shall lose any rights hereunder or be liable to the other party for damages or losses on account of
failure of performance by the defaulting party if the failure is occasioned by any occurrence or contingency beyond its
reasonable control, including war, strike, fire, Act of God, earthquake, flood, lockout, embargo, governmental acts or orders or
restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the
nonperforming party; provided that such party shall use commercially reasonable efforts to promptly mitigate any damages or
losses.

The Planet's Use of Customer's Name. Customer agrees that The Planet may, upon written consent by Customer, publicly
disclose that The Planet is providing services to Customer and may include Customer's name in any promotional materials,
such as press releases or The Planet's web site. Neither party may publicly use the other party's logo or other trade or service
mark without that party's written consent.

Non-Solicitation. During the term of this Agreement and for twelve (12) months following termination of this Agreement,
Customer agrees that it shall not solicit for employment with Customer (or with any other party) any employee of The Planet or
interfere in the employment relationship between The Planet and any of its employees with whom Customer has had contact in
connection with this Agreement.

Ownership. The Planet shall be the sole owner of all intellectual property, and all derivatives thereof, that The Planet may
develop in the course of providing the Products and Services. Each party to this Agreement retains exclusive ownership and
rights in its trade secrets, inventions, copyrights, and other intellectual property. Upon termination of the Agreement, Customer
agrees to promptly release any Internet protocol numbers, addresses, or address blocks assigned to Customer in connection
with the Products and Services.

Customer Hardware.        The Planet acknowledges and agrees that the hardware provided by Customer to The Planet to be
used in connection with any Products and Services (the "Customer Hardware") is the property of Customer and shall be tagged
and identified as such. The Planet shall not pledge, hypothecate or otherwise encumber the Customer Hardware in any way
and upon demand by Customer shall surrender the Customer Hardware to Customer, unless Customer fails to remove such
Customer Hardware as provided for in Section 4 above.

Third-Party Beneficiaries. There shall be no third party beneficiaries to the Agreement, including customers, employees, agents,
or insurers.

Assignment. This Agreement shall not be assignable by Customer without The Planet's prior written consent. The Planet may
assign the Agreement in whole or in part upon written notice to Customer. This Agreement shall be binding upon and accrue to
the benefit of any permitted assignee, and any such assignee shall agree to perform the obligations of the assignor.



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Governing Law, Jurisdiction, Venue. THIS AGREEMENT AND ANY DISPUTE ARISING FROM THE PERFORMANCE OR BREACH
HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES AND EXCLUDING ANY APPLICATION OF THE UNITED
NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. CUSTOMER (I) HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS LOCATED IN HARRIS COUNTY AND THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING
ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY BROUGHT BY THE CUSTOMER OR THE PLANET OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS, (II) HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH SUITS, ACTIONS OR PROCEEDINGS MAY BE HEARD AND
DETERMINED IN SUCH TEXAS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS AND (III) TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY
IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT,
ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED
COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT,
ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED
IN OR BY SUCH COURT. A FINAL JUDGMENT OBTAINED IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING REFERRED TO IN
THIS SECTION 8 SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT OR JUDGMENT OR IN ANY
MANNER AS PROVIDED BY APPLICABLE LAW.

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