PLEASE READ THIS MEMBER AGREEMENT ("AGREEMENT" or "Member Agreement") CAREFULLY BEFORE USING THE SERVICES. BY SELECTING "I ACCEPT" BELOW, 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, YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES. ACCEPTANCE BY VIRTUALE, INC. ("COMPANY" or "VirtualE, Inc.") 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 COMPANY ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

This Agreement is a legal document that details your rights and obligations as a Company member entitled to a member account and to access and use certain of Company's services ("Services"). You cannot become a member until you have accepted the terms of this Agreement. The Agreement provides very important information about your membership and the Services, so you should take the time to read and understand it. If you have questions about this Agreement, or about your rights and responsibilities as a member, please contact us at support@VirtualEShopping.com. You should also take the time to review the Company Privacy Policy that reflects Company's current privacy policies and Behavior Guidelines. The Internet and online world is changing rapidly and as technology and Company's business continue to evolve, these policies may have to be updated or revised. Since the Privacy Policy and Behavior Guidelines may change, you should check for the most current version at http://www.VirtualEShopping.com.

For the same reasons, it may be necessary for Company to update or revise certain provisions of this Agreement. By accepting this Agreement and becoming a member you agree that Company may change the terms of this Member Agreement. If Company makes material changes or revisions to this Agreement, Company will provide notice to you, via the e-mail address you provided upon registration, fifteen days in advance of the changes taking effect. Your continued use of Services after notification of changes means that you accept the changes. If you do not want to accept the changes proposed by Company or to any of the terms in this Agreement, your only remedy is to cancel your membership and cease using all Services.

This Agreement is your entire agreement with Company and governs your use of the Services. VirtualE, Inc. may be additional terms and conditions if you use affiliate services, other Company services or products, or third-party software and/or services. To be a member, and receive Services you must be at least 18 years old. If you are not 18 years old but you are at least 13 years old, you may still receive Services, but only if your account was created and registered by your parent or guardian. Further, you may only become a member if you live in a country or other political division that permits membership, and if United States law permits such membership. This Agreement will be void and without effect, and you will not be entitled to any Services, if you do not satisfy these age and jurisdiction requirements.

Upon completing the registration process, you will receive a password and account that is uniquely associated with your membership. All of your access to Services will be through that account, except as otherwise set forth in this Agreement. The Services may include access to Company's online environment ("VirtualE Environment"). In the VirtualE Environment, you will be able to interact with other members and online constructs that may include people, objects, or sub-environments ("VirtualE Objects"); your interactions with VirtualE Objects will be through a VirtualE Object that you create (a "Personna") and will be governed by the Behavior Guidelines of the VirtualE Environment.

You agree to comply with the limits set on your account by your type of membership. You further agree to comply with all the Behavior Guidelines for creation and use of Personnas, VirtualE Objects and the VirtualE Environment. Failure to comply with these Behavior Guidelines will result in termination of your accounts and membership. VirtualE Objects will often have names similar or identical to corresponding physical categories such as "people," "real estate," "possessions," and the names of specific items in those categories such as "kiosk," "chair," "table," "screen," and so forth. Despite the similar names, all VirtualE Objects are part of the VirtualE Environment and Company retains all rights, title, and interest in all parts of the VirtualE Environment, including, but not limited to Personnas and VirtualE Objects; these retained rights include, without limitation, patent, copyright, trademark, trade secret and other proprietary rights throughout the world. As part of your interactions with the VirtualE Environment, you may acquire, create, design or modify some VirtualE Objects, but you agree that you will not gain any ownership interest whatsoever in any VirtualE Objects or VirtualE Environment, and you hereby assign to Company all of your rights, title and interest in any such VirtualE Objects. You further agree not to: (i) reverse engineer, disassemble or otherwise attempt to discover the source code or underlying structure of the VirtualE Environment; or, (ii) copy, modify, distribute, sublicense, sell, barter, lend, lease or time-share any part of the VirtualE Environment except as expressly permitted by this Agreement or the Behavior Guidelines for the VirtualE Environment.

As a member you are responsible for all activity on your account. Because you are responsible for all use of your account, you must supervise the use of your account by others. It is important that you not reveal your password to others. You agree not to reveal your password to others and you agree to indemnify and hold Company harmless for any improper or illegal use of your account. This includes illegal or improper use by someone to whom you have given permission to use your account. Your account may be terminated if you let someone use it inappropriately. If your membership is terminated for any reason, Company is under no obligation to offer Services or another membership to you in the future.

Registration data and certain other account information about you is subject to our Privacy Policy. For more information, see our full privacy policy at http://www.VirtualEShopping.com/.

Your membership in VirtualEShopping.com is free. There are no charges to you for entering and interacting in our environment.

By content, we mean the text, software, communications, images, sounds and other information provided online. Most content in the VirtualE Environment is provided by Company, our members, our affiliates, or independent content providers under license. In general, Company pre-screens content available in the VirtualE Environment. However, Company does not assume any responsibility or liability for content that is provided by others. Company does reserve the right to remove content that, in Company's judgment, does not meet its standards or does not comply with the Agreement, or that was originally accepted, but subsequently deemed inappropriate for any reason, but Company is not responsible for any failure or delay in removing such material. Keep in mind that Company is not responsible for content available on the Internet, although we reserve the right to block access to any Internet area containing illegal or other harmful content or otherwise being used for purposes that are unlawful or injurious to Company or its members.

Company encourages members to participate and express their views. But it is important to remember that within VirtualE’s environments are Behavior Guidelines that you must abide by as a member. This means that if you, or anyone using your account, violate the Behavior Guidelines, Company may take action against your account, ranging from the issuance of a warning to the termination of your account. You understand that Company is not required to provide notice prior to terminating your account for violating these Behavior Guidelines, but it may choose to do so. Company applies the same Behavior Guidelines to its own and its partners' content that it applies to member content. Please see our Behavior Guidelines at http://www.VirtualEShopping.com.

Obey the law wherever you are. This includes state, local, federal laws, or foreign or international law where appropriate. VirtualE does not permit activities that are prohibited by law. Ignorance of the law is no excuse.

You may not harvest or collect information, including screen names, about other members or users of the VirtualE Environment. The use of any information learned through the Services or while in the VirtualE Environment is limited to the express purposes set forth in this Agreement and the Behavior Guidelines for the VirtualE Environment; all other uses, including, without limitation, sending unsolicited bulk e-mail, are strictly prohibited.

Any violation of these provisions will subject your account and membership to immediate termination and further legal action. If you have received unsolicited bulk e-mail and want to report it, use the Forward button on the e-mail screen and send the e-mail to support@VirtualEShopping.com; however, Company cannot guarantee that it can prevent your receipt of all such e-mail. Company also reserves the right to take any and all legal and technical remedies to prevent unsolicited bulk e-mail from entering, utilizing or remaining within the VirtualE Environment.

Company will comply with all copyright laws, and will take steps to remove all content that infringes third party copyright. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. 512, Company has established a designated agent and a procedure for reporting and responding to claims of copyright infringement. Please contact us at (650) 433-4000 to report infringements.

All materials you send to Company, (including, but not limited to, e-mail, postings, contest entries, Personnas, VirtualE Objects, Developer submissions, creative suggestions, ideas, notes, drawings, concepts or other information) (collectively, "Submissions"), shall be deemed, and shall remain, the property of Company. None of the Submissions shall be subject to any obligation of confidence on the part of Company and Company shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, Company shall exclusively own all now known or hereafter existing rights to the Submissions of every kind and nature, in perpetuity, throughout the world and shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions. You waive any and all moral rights in any such Submissions as well as any claim to a right of credit or approval.

Company provides you with a limited license to use the software tools (Tools) you may download as a developer, solely for the purpose of creating content and submitting the Content to Company for display and distribution through the Company services. You shall not copy, distribute, sell, lease, lend, sub-license, or charge others to use or access, the Tools, Software (as defined below), or reverse engineer, disassemble or attempt to discover the structure or underlying ideas of any Software. You shall not use the Tools or Software to create Content for any use other than in connection with the Company services, and you shall not provide any Content created with the Software to any third party other than Company. All Software is provided on an "AS IS" basis without any warranty.

Company provides you with a limited license to use software you receive or access as part of the Services (Software), only subject to your compliance with this Agreement, the Behavior Guidelines of the VirtualE Environment, and any additional conditions made known to you at the time of download of particular software. You shall not copy, distribute, sell, lease, lend, sub-license, or charge others to use or access, Company software, or reverse engineer, disassemble or attempt to discover the structure or underlying ideas of any Company software. Company may occasionally provide automatic upgrades to improve the Services and the VirtualE Environment, Company employs virus-screening technology to assist in the protection of our network and our members, and Company software may include routines designed to prevent the spread of viruses, or improper use of the software (which routines may disable the software); you agree not to attempt to circumvent any of these functions or routines. You understand that Company's introduction of various technologies may not be consistent across all platforms and that the performance and some features offered by Company may vary depending on your computer and other equipment.

YOU EXPRESSLY AGREE THAT THE USE OF COMPANY'S SOFTWARE, THE SERVICES, THE VIRTUALE ENVIRONMENT AND THE INTERNET IS AT YOUR SOLE RISK. COMPANY'S SOFTWARE, THE VIRTUALE ENVIRONMENT, AND ALL OTHER PRODUCTS, SERVICES AND TECHNOLOGY AND ACCESS (TO THE INTERNET OR OTHERWISE) ARE PROVIDED BY COMPANY AND ITS SUPPLIERS "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, ACCESSABILITY OF THE SERVICES, AND CAPACITY OF THE VIRTUALE ENVIRONMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. COMPANY DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED THROUGH COMPANY OR THE VIRTUALE ENVIRONMENT AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Electronic Communications Privacy Act Notice (18USC 2701-2711): Company MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED USING THE SERVICES OR THE VIRTUALE ENVIRONMENT OR ANY WEB-SITE LINKED TO THEM. Company 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 Company's equipment, transmitted over networks accessed by the site, or otherwise connected with your use of the Services.

You agree to defend, indemnify and hold harmless Company and its affiliated subsidiaries, employees, contractors, officers, directors, telecommunications providers and content providers from all liabilities, claims and expenses, including attorneys fees, that arise from a breach of this Agreement or are made by third parties related to your use of Services or the VirtualE Environment or the Internet, or in connection with your transmission of any content using the Services or VirtualE Environment. Company reserves the right to assume the exclusive defense and control of any claim otherwise subject to indemnification by you.

Either you or Company may terminate or cancel your membership at any time. You understand and agree that the cancellation of your membership is your sole right and remedy with respect to any dispute with Company, except for refunds expressly provided for in the Cancellation and Discontinuation of Service sections below. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Agreement or Company's enforcement or application of this Agreement; (2) any policy or practice of Company including its Privacy Policy, operation of the VirtualE Environment, or Company's enforcement or application of its policies or Behavior Guidelines; (3) the content available through the Services or VirtualE Environment or any change in content so provided; (4) your ability to access and/or use Services or the VirtualE Environment; or (5) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods.

In the event that your account is terminated or canceled, no refund will be granted since no membership fees will have been paid.

You shall keep confidential and not disclose to any third party or use (except as part of using the Services and the VirtualE Environment) any non-public information obtained from Company or as part of your use of the Services and the VirtualE Environment (Confidential Information). This restriction will not apply to information that you can document is publicly available, or becomes publicly available, through no act or omission of yours. Due to the unique nature of Confidential Information, you agree there can be no adequate remedy at law for breach of this Section and that such breach would cause irreparable harm to Company; Therefore, Company shall be entitled to seek immediate injunctive relief, without an obligation to post a bond in addition to whatever remedies it might have at law or under this Agreement. This restriction shall remain in effect even after the termination of your membership until all Confidential Information becomes publicly available.

This Agreement, in conjunction with any other agreements, such as a Non Disclosure Agreement or Employee Agreement, represents your entire agreement with Company. You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement. You also understand and agree that the Company's policies and Behavior Guidelines, including, but not limited to its Privacy Policy and Behavior Guidelines for the VirtualE Environment, including Company's enforcement of these policies and Behavior Guidelines, is not intended to confer, and does not confer, any rights or remedies upon any person. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The laws of the State of Indiana, excluding its conflicts-of-law rules, govern this Agreement and your membership. As noted above, member conduct may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Company or relating in any way to your membership or your use of Services or the VirtualE Environment resides in the courts of Indiana and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of Indiana in connection with any such dispute including any claim involving Company or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.

You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to Company or the VirtualE Environment any data or software or content that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. This assurance and commitment shall survive termination of this agreement.