TERMS AND CONDITIONS

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES DESCRIBED BELOW. BY ENTERING THE VERIFY TEXT ON THE REGISTRATION FORM, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ENTER THE VERIFY TEXT AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES. WEB2RANK'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY WEB2RANK, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

The Web pages available at any subdomain of the web address web2rank.com and all linked pages ("Site"), are owned and operated by Web2Rank™, Inc. ("web2rank"), and are accessed by you ("Subscriber" or "you") under the following terms and conditions.

1. ACCESS TO THE SERVICES.

Subject to the terms and conditions of this Agreement, web2rank may offer to provide certain services and content, as described more fully on the Site, and which are selected by Subscriber through the process provided on the Site ("Services"). Services shall include Internet based web-search services, TopicTree™- the Topic Wiki, RankImage™ - the web content ranking service, web advertising services, and associated services, as well as the offering of any materials displayed or performed on the Site (including, but not limited to text, graphics, articles, photographs, images, illustrations, audio clips and video clips, also known as the "Content") on the Site. web2rank may change, suspend or discontinue the Services including any Content for any reason, at any time, including the availability of any feature, database, or content. web2rank may also impose limits on certain features and services or restrict Subscriber's access to parts or all of the Services without notice or liability. Subscriber certifies to web2rank that if Subscriber is an individual (i.e. not a corporation) Subscriber is of legal age to form a binding contract. Subscriber also certifies that it is legally permitted to use the Services and access the Site, and takes full responsibility for the selection and use of the Services and access of the Site. Without limiting the foregoing, if you are under the age of 13, you are not allowed to use the Service. This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions. web2rank reserves the right, at its discretion, to modify the Agreement by posting a notice on the Site, or by sending Subscriber a notice via email or postal mail. Subscriber shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by Subscriber following such notification constitutes Subscriber's acceptance of the terms and conditions of this Agreement as modified.

2. CONTENT

Subscriber may download or copy the Content, and other items displayed on the Site for download, for personal use only, provided that Subscriber maintains all copyright and other notices contained in such Content. Subscriber shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from web2rank, or from the copyright holder identified in such Content's copyright notice. The Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. Subscriber may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in this section of the Agreement), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part. Subscriber shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services. In the course of using the Service, Subscriber and other users may provide information about themselves which may be visible to certain other users. Subscriber understands that by posting information or Content on the web2rank Site or otherwise providing Content, materials or information to web2rank or in connection with the Service, web2rank is hereby granted a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable right to fully exploit such Content, materials and information (including all related intellectual property rights) and to allow others to do so. Furthermore, Subscriber understands that web2rank retains the right to reformat, excerpt, or translate any materials, Content or information submitted by Subscriber. Subscriber understand that all information publicly posted or privately transmitted through the web2rank Service is the sole responsibility of the person from which such content originated and that web2rank will not be liable for any errors or omissions in any content. Subscriber understands that web2rank cannot guarantee the identity of any other users with whom Subscriber may interact in the course of using the web2rank Service. Additionally, web2rank cannot guarantee the authenticity of any data which users may provide about themselves. Subscriber acknowledges that all Content accessed by Subscriber using the Services is at Subscriber's own risk and Subscriber will be solely responsible for any damage or loss to any party resulting therefrom.

3. SUBSCRIBER WARRANTY

Subscriber warrants, represents and agrees that it will not contribute any Content or otherwise use the Site or the Services in a manner that (i) infringes the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) Subscriber should know is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable. web2rank reserves the right to remove any Content from the Site at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if web2rank is concerned that Subscriber may have breached the immediately preceding sentence), or for no reason at all. Subscriber, not web2rank, remains solely responsible for all Content that Subscriber uploads, posts, e-mails, transmits, or otherwise disseminates using, or in connection with, the Services.

4. RESTRICTIONS

Subscriber is responsible for all of its activity in connection with the Services and accessing the Site. Subscriber may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any web2rank user. Subscriber shall not use any part of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store material that is deemed threatening or obscene, or engage in any kind of illegal activity. Subscriber will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Site, or any use processes that run or are activated while the Subscriber is not logged on or that otherwise interfere with the proper working of or place an unreasonable load on the Service infrastructure. Further, the use of manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site is strictly prohibited.

5. WARRANTY DISCLAIMER

Subscriber acknowledges that web2rank has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content Subscriber accesses via the Site; what effects the Content may have on Subscriber; how Subscriber may interpret or use the Content; or what actions Subscriber may take as a result of having been exposed to the Content. Subscriber releases web2rank from all liability for Subscriber having acquired or not acquired Content or other information through the Site. The Site may contain, or direct Subscriber to sites containing, information that some people may find offensive or inappropriate. web2rank makes no representations concerning any content contained in or accessed through the Site, and web2rank will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site. THE SERVICES, CONTENT, SITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER. Electronic Communications Privacy Act Notice (18USC 2701-2711): web2rank MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEB-SITE LINKED TO THE SITE. web2rank will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on web2rank's equipment, transmitted over networks accessed by the Site, or otherwise connected with Subscriber's use of the Services.

6. OTHER POLICIES

For information regarding web2rank's treatment of personally identifiable information, please review web2rank's current privacy policy at http://www.Web2Rank.com/about/privacy_policy.html.

7. REGISTRATION / SERVICE COMMUNICATIONS

As a condition to using Services, Subscriber may be required to register with web2rank and select a password and Subscriber name ("web2rank User ID"). Subscriber shall provide web2rank with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Subscriber's account. Subscriber may not (i) select or use as a web2rank User ID a name of another person with the intent to impersonate that person; or (ii) use as a web2rank User ID a name subject to any rights of a person other than Subscriber without appropriate authorization. web2rank reserves the right to refuse registration of, or cancel a web2rank User ID in its discretion. Subscriber shall be responsible for maintaining the confidentiality of Subscriber's web2rank password. In the course of providing you Services, web2rank may need to communicate with you via email. You agree to receive emails which are specific to your account and necessary for the normal functioning of the web2rank Service. You also agree to have your name and/or email address listed in the header of certain communications which you initiate through the web2rank Service, if applicable.

8. INDEMNITY

Subscriber will indemnify and hold web2rank, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of Subscriber's access to the Site, use of the Services, the violation of this Agreement by Subscriber, or the infringement by Subscriber, or any third party using the Subscriber's account, of any intellectual property or other right of any person or entity.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL web2rank BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN EXCESS OF THE AGGREGATE FEES PAID BY SUBSCRIBER FOR SUCH SERVICES; OR (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR FOR THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER.

10. FEES

Some of the Services require payment of fees. Subscriber shall pay all applicable fees, as described on the Site in connection with such Services selected by Subscriber. web2rank reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to Subscriber, which may be sent by email or posted on the Site. Use of the Services by Subscriber following such notification constitutes Subscriber's acceptance of any new or increased charges.

11. TERMINATION

Either party may terminate the Services at any time by notifying the other party by any means. web2rank may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if Subscriber breaches any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable. Upon termination of the Subscriber's account, Subscriber's right to use the Services, access the Site and any Content will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

12. MISCELLANEOUS

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. web2rank shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond web2rank's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Subscriber except with web2rank's prior written consent. web2rank may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber does not have any authority of any kind to bind web2rank in any respect whatsoever.