1.2 The Membership Agreement are entered into by and between Universalinet.Com, LLC ("Universalinet.Com") and you. If you are using the Services on behalf of your employer, you represent that you are therefore authorized to accept this Membership Agreement on your employer's behalf. Universalinet.Com provides the Universalinet.Com Online Advertising Network and other on-line resources accessible via Universalinet.Com (the "Services") to you, subject to this Membership Agreement. Unless explicitly stated otherwise, this Membership Agreement will govern your use of any new features that in any way enhance the current Services, including the release of new Universalinet.Com resources.

2. Your obligations. In consideration of your use of the Services, you agree to be solely responsible for: (a) providing true, accurate, current, and complete information about you as prompted by the Service's registration form (the "Registration Data"), and (b) maintaining and promptly updating the Registration Data to keep it true, accurate, current and complete. You are solely responsible for the security of your password. Universalinet.Com is not liable for any unauthorized use of the Website or Services. You acknowledge and agree that certain Services may provide password-restricted access to customer information such as names and certain critera of your existing contracts to assist you in purchasing, maintaining and supporting your Universalinet.Com products. By using this Website and registering for such Services, you consent to Universalinet.Com's display of such information via the Services and accept all risks of unauthorized access to such information. If you provide any information that is false, inaccurate, out of date, or incomplete, or Universalinet.Com has reasonable grounds to suspect that such information is false, inaccurate, not current, or incomplete, Universalinet.Com may suspend or terminate your account (as described in Section 10) and refuse any and all current or future use of the Services (or any portion thereof). Universalinet.Com agrees to make reasonable efforts to implement your requested changes, additions, or deletions to Registration Data within one (1) business day of receipt of such written information. You are responsible for all costs and charges, including without limitation, phone charges and telecommunications equipment, that you incur in order to use the Services.

3. Confidentiality of Universalinet.Com information
In order to gain access to the Services, you agree to these confidentiality provisions:

3.1 You acknowledge that you may obtain direct access via the Website to certain Universalinet.Com confidential information, including Universalinet.Com databases containing confidential information of Universalinet.Com and its suppliers, such as technical, contractual, pricing, marketing, and other valuable information ("Information"). You must hold Information in strict confidence and may provide Information to employees in your organization only on a need-to-know basis. You may use the Information from the Website solely for the purpose of purchasing, maintaining and supporting your Universalinet.Com products, Services and equipment. Title to Information remains with Universalinet.Com and its suppliers. You agree, either as an individual or on behalf of your employer, to be bound by the provisions of this Section 3. Furthermore, if you are acting on behalf of your employer, your employer agrees to indemnify you for violations of this Section 3.

3.2 You do not acquire any rights in Information, except the limited right to use Information as described above.

3.3 Any breach of this Membership Agreement will result in irreparable harm to Universalinet.Com for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Universalinet.Com 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 Universalinet.Com seeks such an injunction.

3.4 Your obligations regarding Information expire five (5) years after the date of disclosure. Upon termination of this Membership Agreement or Universalinet.Com's written request, you must cease use of Information and return or destroy all Information.

3.5 this Membership Agreement impose no obligation upon you with respect to Information that you can establish by legally sufficient evidence: (a) you possessed, or knew, prior to your receipt from Universalinet.Com, 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 this Membership Agreement; (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 Information and without the participation of individuals who have had access to Information, 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 this Membership Agreement and as disclosed after prior notice to Universalinet.Com adequate to afford Universalinet.Com the opportunity to object to the disclosure.

4. Your Conduct
4.1 You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not Universalinet.Com, are entirely responsible for all Content that you upload, post or otherwise transmit via the Services. Universalinet.Com does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Services, you may be exposed to Content that is offensive, indecent or Objectionable.

4.2 While it is not our intent to monitor your online communications, Universalinet.Com reserves the right to edit or remove content that we become aware of and determine to be harmful, offensive or otherwise in violation of this Membership Agreement. Universalinet.Com may also remove Content that contains third-party commercial advertisements, is inaccurate or includes unauthorized disclosure or personal information. Violation of these restrictions ("Restrictions") may also result in the termination or suspension of your account. These Restrictions apply to all content provided to or through the Services, including email messages, newsgroup postings, chat, and personal or business web pages.

4.3 you agree not to post or store on Universalinet.Com or any of its affiliated sites any Content that violates or infringes anyone's intellectual property rights (including copyrights, trademarks, trade secrets, patents, publicity rights or--to the extent protectable-- confidential ideas) or that is obscene, obscene as to minors, child pornography, defamatory, racist, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable ("Objectionable").

4.4 you agree not to use the Services in any way for spamming or to transmit chain letters, junk email or bulk communications. You agree not to transmit through the Services any Material that is Objectionable. You agree not to use any Universalinet.Com domain name as a pseudonymous return email address for any communications that you transmit from another location or through another service; and you may not pretend to be someone else, or spoof their identity, when using the Services. Furthermore, you agree not to transmit unsolicited or bulk communications to any Universalinet.Com account holder or to any Universalinet.Com or affiliated email address (regardless of whether you use the Services to transmit any such communication).

4.5 You agree not to use the Services for any unlawful activities not otherwise covered above, including (without limitation) attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making direct threats of physical harm. Additionally, you agree not to use the Services to:

(a) impersonate any person or entity, including, but not limited to, a Universalinet.Com official, a Universalinet.Com lleader, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(b) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services or develop hidden pages or images (those not linked to Universalinet.Com from another accessible page);

(c) upload, post or otherwise transmit any Content that you do not have a right to transmit to the public under any law or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(d) upload, post or otherwise transmit any material that 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) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;

(f) intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law;

(g) collect or store personal data about other users;

(h) use your Universalinet.Com account as storage for remote loading or as a door or signpost to another home page, whether inside or beyond Universalinet.Com.

5. Content Submitted to Universalinet.Com
5.1 Universalinet.Com does not claim ownership of the Content you place on your Universalinet.Com Center or any other part of Universalinet.Com. By submitting Content to Universalinet.Com for inclusion on Universalinet.Com or for elsewhere on Universalinet.Com, you grant Universalinet.Com and all other users of Universalinet.Com a worldwide, royalty-free, and nonexclusive license to reproduce, modify, distribute, transmit, display, perform, adapt, and publish the Content (including in digital form).

5.2 you acknowledge that Universalinet.Com does not pre-screen Content, but that Universalinet.Com and its designees have the right (but not the obligation) in their sole discretion to block or restrict access to or the availability of, or to disable, any Content that is available via the Services. Without limiting the foregoing, Universalinet.Com and its designees may disable, restrict access to or the availability of, any Content that violates this Membership Agreement or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

5.3 Unless otherwise explicitly stated, herein, or in Universalinet.Com's Privacy Policy, any Content provided by you in connection with this Website shall be deemed to be provided on a nonproprietary and nonconfidential basis. Universalinet.Com shall have no obligation of any kind with respect to such Content and shall be free to use or disseminate such Content on an unrestricted basis for any purpose. You acknowledge that you are responsible for the Content that you submit, and you, not Universalinet.Com, have full responsibility for the Content, including their legality, reliability, appropriateness, originality and copyright.

6. Purchases On Universalinet.Com
6.1 Universalinet.Com allows users to purchase Universalinet.Com products and services.

6.2 Make purchases carefully. If you purchase a service and submit a purchase order, you are obligated to purchase the item from Universalinet.Com.

6.3 By purchasing any item through Universalinet.Com, you agree to be bound by this Membership Agreement. All sales are final.

7. Delivery of e-mail. On occasion, Universalinet.Com will attempt to deliver communications through email to your address. However, Universalinet.Com reserves the right to telephone you when email delivery is not available. And, Univesalinet.Com is not liable for any missed, underliverable, or discarded email that was originated from Universalinet.Com and sent to you. Also, email addresses are provided for members for merchant communications, and from time to time, merchants or Universalinet.Com may update users via email, on products, services, changes, or other information deemed pertinent to the Universalinet.Com member account(s).However, any email addressed to you in care of Universalinet.Com's Services that is included in that bulk relay email may not be delivered to you.

8. Spam e-mail and postings. You agree that Universalinet.Com would be irreparably harmed by the use, by you or others, of Universalinet.Com's Services or facilities in connection with the transmission of spam newsgroup postings or unsolicited email in violation of this Membership Agreement, and that Universalinet.Com is entitled to obtain injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). Universalinet.Com reserves the right to block, filter or delete unsolicited email.

9. Indemnity
You agree to indemnify and hold Universalinet.Com, and its subsidiaries, affiliates, officers, agents, co-branders, alliance members, or other partners, and employees, 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 the Services, including any use by your employees (including as described in Section 3.1), your connection to the Services, your violation of this Membership Agreement, or your violation of any rights of another.

10. Notices; modificaton and termination of services. Universalinet.Com may send notices to you via either email or regular mail. The Services may also provide notices of changes to this Membership Agreement or other matters by displaying notices or links to notices to you generally on the Services. Universalinet.Com reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Universalinet.Com may make changes to the Universalinet.Com Store, including regarding products, services, programs, and prices, at any time without notice. Universalinet.Com, in its sole discretion, may terminate your password, My Universalinet.Com account, My Universalinet.Com Center, use of the Services or use of any other Universalinet.Com service, and remove and discard any Content within the Services, for any reason, including, without limitation, for lack of use or if Universalinet.Com believes that you have violated or acted inconsistently with the letter or spirit of this Membership Agreement. Any termination of your access to the Services under any provision of this Membership Agreement may be effected without prior notice, and Universalinet.Com may immediately deactivate or delete your My Universalinet.Com account or My Universalinet.Com Center and all related information and files in your Universalinet.Com account and/or bar any further access to such files or the Services. Further, Universalinet.Com will not be liable to you or any third-party for any termination, modification, or suspension of the Services.

11. Advertisements and Promotions. Universalinet.Com runs advertisements and promotions from third parties on the Services, Universalinet.Com and Universalinet.Com's other Internet properties. The manner, mode and extent of advertising by Universalinet.Com from your Universalinet.Com account is subject to change. Your agreement with Universalinet.Com does not bar you from correspondence or business dealings with, or participation in promotions of, advertisers other than Universalinet.Com on your website or within your business outside of Universalinet.Com. However, all dealings with Universalinet.Com merchants, publishers, and surfers are to be the exclusive dealings of Universalinet.Com and must conform to this Membership Agreement. Universalinet.Com 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 co-existent non-Universalinet.Com advertiser dealings or agreements.

12. UILinks.
12.1 The Services may provide, or third parties may provide, links to other Internet sites or resources. Because Universalinet.Com has no control over such sites and resources, you acknowledge and agree that Universalinet.Com 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. Universalinet.Com will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be 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.

12.2 This Website may be linked to other websites which are not under the control of and are not maintained by Universalinet.Com. Universalinet.Com is not responsible for the content of those sites. Universalinet.Com is providing these links to you only as a convenience, and the inclusion of any link to such sites does not imply endorsement by Universalinet.Com of those sites.

12.3 Any copying, republication or redistribution of third party content from Universalinet.Com, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of the third party and Universalinet.Com. Data is provided for information purposes only, and is not intended for any other purposes. Universalinet.Com shall not be liable for any errors or delays in content, or for any actions taken in reliance thereon, upon third parties, affiliates, or members.

13. Intellectual property rights.
13.1 The Services and any software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Content contained in third-party advertisements or information presented to you through the Services or advertisers is protected by copyrights, trademarks, service marks, patents, publicity rights, or other proprietary rights and laws. Except as expressly authorized by Universalinet.Com or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Software, in whole or in part.

13.2 You may use any Software and related Services only subject to the agreement or license that accompanies such Software or Services. You may use Services only during their specified term, for the enumerated number of times, for the specified number of individuals, or as otherwise limited in the applicable agreement or license. Services involving an update, version release, product release, maintenance release, patch or derivative work of a licensed Software or Service may be used only: (a) on systems for which such Software or Service were specifically licensed; and (b) subject to the license and warranty term governing the original product or Service. Services provided as an element of Universalinet.Com's support, consulting or educational services, also are governed by this Membership Agreement of the applicable support, consulting or educational services agreement.

13.3 You must not modify, decompile, or reverse engineer any Software Universalinet.Com discloses to you, and must not remove, overprint, or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of Software or Information from the Services.

13.4 "Universalinet.Com Trademarks" means all names, marks, brands, logos, designs, trade dress and other designations Universalinet.Com uses in connection with Products or Services. Customer may not remove or alter any Universalinet.Com Trademarks, nor may it co-logo Products or material associated with Customer's services. Customer acknowledges Universalinet.Com's rights in Universalinet.Com Trademarks and agrees that any and all use of Universalinet.Com Trademarks by Customer shall inure to the sole benefit of Universalinet.Com. Customer agrees not to incorporate any Universalinet.Com Trademarks into Customer's trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations.

14. Disclaimer of warranties.
14.1 Your use of the Services is at your sole risk. The services and information (as defined in sections 1.2 and 3.1) are provided on an "as is and "as available basis. Unless otherwise explicitly stated, the content on Unviersalinet.Coms websites is provided "as is," "with all faults," is experimental, and is for commercial use only. Universalinet.Com disclaims all express or implied condiions, representations, and warranties of any kind including any implied warranty or condition of merchantability, fitness for a particular purpose, or noninfringement. Universalinet.Com makes no representations, warranties, conditions or guaranties as to the quality, suitability, truth, accuracy or completeness of any of the content contained on Universalinet.Com's web sites. Universalinet.Com may make available on Universalinet.Com's web sites content available for downloading which has been submitted by third-party users of Universalinet.Com's web sites. Any questions regarding the content should be directed to the providers of such content. In no event will Universalinet.Com or its suppliers be liable for the accuracy or completeness of the content or information from Universalinet.Com's web sites.

14.2 Universalinet.Com makes no warranty or condition that: (a) the services will meet your requirements, (b) the services will be interrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the services will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the services will meet your expectations, or that (e) any errors in the software will be corrected.

14.3 Any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of any such material, incluing any damages resulting from computer viruses.

14.4 No advice or information, whether oral or written, obtained by you from Universalinet.Com or through or from the services will create any warranty or condition not expressly stated in this Membership Agreement. Universalinet.Com's employees are not authorized to vary this Membership Agreement.

15. Llimitation of liability
15.1 To the extent not prohibited by applicable law, Universalinet.Com is not liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to, damages for loss of profits, revenue, goodwill, use data, electronically transmitted orders, or other economic advantage (even if Universalinet.Com has been advised of the possibility of such damages), however caused and regardless of the theory of liability, whether in contract (including fundamental breach), tort (including negligence) or otherwise, arising out of or related to: (a) the use of or the inability to use the services; (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 services, (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the services and Universalinet.Com; or (e) any other matter relating to the services, including content you may download, use, modify or distribute from Universalinet.Com's web sites.

15.2 You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the website and will not make a claim against Universalinet.Com for lost data, re-run time, inaccurate output, work delays or lost profits resulting from the use of the content.

15.3 You agree to hold Universalinet.Com harmless from, and covenant not to sue Universalinet.Com for, any claims based on using the website, whether in contract (including fundamental breach), tort (including negligence) or otherwise. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

16. Privacy Policy.

17. General information
17.1 This Membership Agreement constitute the entire agreement between you and Universalinet.Com and govern your use of the Services, superseding any prior agreements between you and Universalinet.Com (including, but not limited to, any prior versions of this Membership Agreement). You also may be subject to additional obligations and conditions that may apply when you use other Universalinet.Com services, third-party content or third-party software. You must not assign or otherwise transfer the Membership Agreement nor any right granted hereunder.

17.2 Delaware law and controlling U.S. federal law govern any action related to this Membership Agreement. No choice of law rules of any jurisdiction apply. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods for the services herein. You and Universalinet.Com agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Franklin, Delaware.

17.3 Universalinet.Com controls and operates this Website online, and makes no representation that this Content is appropriate or available for use in any geographical location. If you use this Website, you are solely responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries.

17.4 As Services are subject to the U.S. Export Administration Laws and Regulations, you agree not to divert such Content contrary to U.S. law as prohibited--including, but not limited to the exclusion of any dealings, shipments, or other activity with the proscribed countries and citizens of Cuba, Iran, Iraq, Libya, North Korea, Syria, Serbia, and Sudan. This list is subject to change without further notice from Universalinet.Com, and you must comply with the entire list as it exists in fact. You certify that you are not on the U.S. Department of Commerce's Denied Persons List; and, that you are not on affiliated lists, and that you are not on the U.S. Department of Treasury's Specially Designated Nationals List. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export any product or service obtained from or through the Website as may be required.

17.5 This Website may include inaccuracies or typographical errors. Universalinet.Com and the Third Party Providers could make improvements and/or changes in the products, services, programs, and prices described in this Website at any time without notice. Changes are made periodically to this web site. Universalinet.Com may amend this Membership Agreement at any time by posting the amendments on the Universalinet.Com Website. If you are a registered user of Universalinet.Com, Universalinet.Com will notify you of changes to this Membership Agreement when you log-in after such changes have been made, thus providing you with the opportunity to review this Membership Agreement.

17.6 The failure of Universalinet.Com to exercise or enforce any right or provision of the Membership Agreement does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of this Membership Agreement to be invalid, the parties nevertheless agree that the court should attempt to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Membership Agreement remain in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Membership Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

17.7 this Membership Agreement represent the entire understanding related to the use of the Website and prevail over any prior or coetaneous, inconsistent, or additional, communications.