READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES DESCRIBED ABOVE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THESE SERVICES. YOUR CLICKING ON AND CHECKING THE SERVICE SUBSCRIPTION CHECKBOX AND YOUR CONTINUED USE OF THE SERVICES INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS.

This Agreement (the "Agreement") is between you and CHARRETTECENTER, a Minnesota corporation, with the registered name CharretteCenter.com Inc., with its principal place of business in Minneapolis Minnesota. Use of the Services signifies your agreement to the terms and conditions in this Agreement.

1. Grant of Rights

CHARRETTECENTER grants you a non-exclusive, non-transferable, limited right to access, use and display the services provided by CHARRETTECENTER subscribed to by you (collectively, the "Service"). Your Service account may not be transferred to another party or entity without prior written approval from CHARRETTECENTER, and any such transfer of a Service account is subject to any limits established by CHARRETTECENTER.

You recognize that you are solely responsible for the content of any information you make available by means of the Service. CHARRETTECENTER has the right to monitor the content which you or other users make by means of the Service, but will have no obligation to do so. You agree that if CHARRETTECENTER in its sole discretion deems any content made available by you to be unlawful, fraudulent, unacceptable, offensive, obscene or otherwise objectionable, CHARRETTECENTER has the right, but not the obligation, to remove or deny access to such content. You expressly agree that CHARRETTECENTER will not be liable to you for any action CHARRETTECENTER 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. CHARRETTECENTER 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.

Material and services accessible to you through the CHARRETTECENTER Service may be the subject of intellectual property rights, including, without limitation, patents, copyrights, trademarks and trade secrets. Except as expressly permitted, you may not reproduce, redistribute, retransmit, publish or otherwise transfer, or commercially exploit, any such material. You are prohibited from any reverse engineering or decompiling of any computer programs contained on the CHARRETTECENTER site.

(a) You expressly agree not to use the CHARRETTECENTER 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 CHARRETTECENTER 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 CHARRETTECENTER electronic mail address in connection with the sending of unsolicited electronic mail message, whether commercial or not, to a large number of recipients. You agree not to send unsolicited mass mailings from another service which in any way implicates the use of the CHARRETTECENTER Service, CHARRETTECENTER equipment or any CHARRETTECENTER electronic mail address.

You acknowledge that CHARRETTECENTER will not provide more than 100 MB of storage and that you are responsible for compliance with this limit. You expressly agree that CHARRETTECENTER will not be liable to you or any third party for any damages resulting from any reasonable action CHARRETTECENTER takes to enforce this provision, including, without limitation, deleting materials from your storage space.

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

(b) CHARRETTECENTER reserves the right to increase fees, surcharges, monthly membership fees or to institute new fees at any time upon thirty (30) days prior notice. CHARRETTECENTER 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 CHARRETTECENTER 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 18% or the highest percentage allowed by law, of the outstanding balance will be added to your bill as a late charge each month and will be due and payable. You will also be liable for all attorney and collection fees arising from CHARRETTECENTER's efforts to collect any unpaid balance of your account(s).

(a) You certify to CHARRETTECENTER 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 CHARRETTECENTER 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 CHARRETTECENTER 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 CHARRETTECENTER will have no obligations with regard thereto.

(d) CHARRETTECENTER 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.

(e) While CHARRETTECENTER takes all reasonable means to protect data stored on CHARRETTECENTER servers, you are responsible for all backups of your data.

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 CHARRETTECENTER.

You represent and warrant to CHARRETTECENTER that you will not transmit or store 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 CHARRETTECENTER 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 CHARRETTECENTER 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 these representations, warranties and covenants, including, without limitation, attorneys' fees and costs. You will cooperate as fully as reasonably required in the defense of any claim.

THE SERVICE (INCLUDING ALL CONTENT, COMPUTER PROGRAMS, 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, CHARRETTECENTER MAKES NO WARRANTIES AND WILL 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, CHARRETTECENTER'S NEGLIGENCE.

UNDER NO CIRCUMSTANCES WILL CHARRETTECENTER 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 CHARRETTECENTER 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 WILL CHARRETTECENTER'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE COST OF ONE MONTH’S SERVICES PAID BY YOU.

In addition to any other rights of the parties set forth herein, either you or CHARRETTECENTER may terminate this Agreement at any time upon thirty (30) days notice. CHARRETTECENTER 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 CHARRETTECENTER terminates your membership pursuant to this Section 12, CHARRETTECENTER reserves the right to deny access to the Service in whole or in part.

CHARRETTECENTER has the right to modify this Agreement. Any modification is effective immediately upon either a posting on the CHARRETTECENTER Home Page (http://www.charrettecenter.com), or upon notice by electronic mail. Your continued use of the CHARRETTECENTER Service following notice of any modification to this Agreement will be conclusively deemed an acceptance of all such modification(s).

This Agreement constitutes the entire agreement between you and CHARRETTECENTER with respect to the CHARRETTECENTER Service and supersedes all prior agreements between you and CHARRETTECENTER. Failure by CHARRETTECENTER to enforce any provision of this agreement will not be construed as a waiver of any provision or right. Interpretation and enforcement of this agreement will be governed by the laws of the state of Minnesota (excluding its choice of law rules). You consent to personal jurisdiction in the federal and state courts of Minnesota County, Hennepin for any action arising out of or relating to your use of the CHARRETTECENTER Service. The federal and state courts of Minnesota County, Hennepin will have exclusive jurisdiction over all such actions. In the event that any portion of this Agreement is held unenforceable, the unenforceable portion will 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 will remain in full force and effect.