SpotWinner User Agreement

Last Updated: October 2007

AGREEMENT
This Agreement sets forth the Standard Terms and Conditions that apply to use of BrandPort, Inc's. ("BrandPort") SpotWinner ("the Site") website at http://www.spotwinner.com ("the Site").

YOUR USE OF THE SPOTWINNER SERVICES INDICATES YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF SERVICE.

These Terms of Service form independent agreements between User and BrandPort for use of the Site. The Parties shall be liable to the other for any breach of these Terms of Service, and User agrees that User's sole recourse in case of such breach shall be against the breaching party.

TERMS AND CONDITIONS
You agree to familiarize yourself with the Terms of Service, and abide by them if you choose to use the Site, or accept the services or benefits, to which such terms apply.

MEMBER CONDUCT
You agree to abide by all applicable local, state, national and international laws and regulations regarding your use of our service.

REGISTRATION
In order to register and participate with the Site, you must be the age of 13 or older, and a Resident of the United States. Sweepstakes are void where prohibited by law. Odds of winning depend on the number of eligible entries received for each sweepstakes. Official Sweepstakes Rules are available here. You are allowed to register for and use one (1) account in association with SpotWinner. You may register for a new account, or you may use an existing account registered for at another site in the BrandPort Network of websites ("BP Network"). Registrants with more than one account or who's name and date of birth do not match a government-issued ID are not eligible to win and will not be entered into the sweepstakes drawings.

You are responsible for the information you provide to SpotWinner. Any inaccuracies in the data will make you ineligible for cash or other rewards. In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or BrandPort has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, BrandPort has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). Any rewards or incentives earned or obtained under false information, or with duplicate or fraudulently created accounts, will be due back to BrandPort. BrandPort reserves the right to terminate User's account and take applicable legal action if it becomes aware and determines, in its sole discretion, that User is violating any of the foregoing guidelines. SpotWinner is concerned about the safety and privacy of all its users, particularly children. Children under the age of 13 are not allowed to register with or use the SpotWinner site.

VIEWING ADS
Users wishing to view and receive credits for completing ads must establish a new SpotWinner account, or use an existing BP Network account. All Ads intended to be viewed to earn credits must be viewed and completed on the "My Ads" page after registering for and logging into the User's account.

RATING ADS
Users will only have the opportunity to provide ratings for ads on the site after they have successfully completed viewing the ad and answering questions about the ad on the My Ads screen. Not all ads will be available for rating, and ratings can only be changed while the ad is available on the My Ads screen. BrandPort will not make changes administratively to ratings given to a particular ad by a user.

All ratings received are the intellectual property of BrandPort (except where prohibited by law) and will be treated in accordance with the Privacy Policy.

PRIZE REDEMPTIONS
You are responsible for claiming any prizes or rewards to which you are entitled. Prizes are rewarded in accordance with the Sweepstakes Rules for the drawing in question. Winners may be contacted by a 3rd party to facilitate acceptance or refusal of a prize.

Winners that claim a prize that they have won are responsible for all taxes and fees associated with that prize.

PRIZE REDEMPTION PROCESS
Winners will be selected based upon the relevant Sweepstakes Rules.

Winners may be contacted directly by a 3rd party when they have won prizes with approximate retail values greater than or equal to $100. The 3rd party may request personal information from the winner in order to verify and/or validate available account information. This information may include (but is not limited to): Address, home phone number, mobile phone number, email address, social security number, and/or driver's license number.

Winners may be contacted via email or certified mail when they have won prizes with approximate retail values less than $100. Winners will have 30 days to claim any prize to which they are entitled. Winners of prizes with values of less than $100 may be contacted by a 3rd party to facilitate acceptance or refusal of a prize after attempts to contact the winner .

Accepted prizes (not including gift cards or cash) of $1000 or less will be sent to the winner via ground transportation. Where possible, electronic methods (electronic gift cards, PayPal, etc.) will be used to provide prizes to winners. Such prizes will be sent to the email address or via mail to the postal address on record, unless otherwise indicated.

Accepted prizes (not including gift cards or cash) of greater than $1000 will be sent to the winner via ground transportation.

ACCOUNT AND PASSWORD
You are responsible for maintaining the confidentiality of your account name and password. You are solely responsible for all uses of your account, whether or not authorized by you. You agree to immediately notify SpotWinner of any unauthorized use of your account.

LINKS
The links on the SpotWinner Web Site may let you leave the SpotWinner Web Site. You acknowledge that the linked sites are not under the control of BrandPort and BrandPort is not responsible for the contents or operation of any linked site or any link contained in a linked site, or any changes or any updates of such sites. BrandPort is not responsible for web casting or any other form of transmission received from any linked site. BrandPort is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by BrandPort of the linked site or any association with their operators.

UNLAWFUL OR PROHIBITED USE
As a condition of your use of the SpotWinner Web Site you warrant to BrandPort that you will not use the SpotWinner Web Site for any unlawful purpose. Any improper or unlawful activities witnessed on or in the user of SpotWinner must first be reported to the Site.

RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the parties. Neither party shall have authority to contract for or bind the other in any manner whatsoever.

DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY
THE SPOTWINNER SERVICE PROVIDED IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. BRANDPORT EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SPOTWINNER SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY BRANDPORT, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL BRANDPORT, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SPOTWINNER SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE SPOTWINNER SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO SPOTWINNER OR BRANDPORT RECORDS, PROGRAMS OR SERVICES.

OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED DOLLARS ($100).

THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.

COPYRIGHT AND TRADEMARKS
All contents of the SpotWinner Web Site are proprietary to BrandPort, and/or its advertisers and are protected under international Copyright and Trademark law. All rights are reserved. BrandPort reserves any rights not expressly granted herein.

PROMOTIONAL MESSAGES
BrandPort and/or third parties may, from time to time, send e-mail messages to Users containing advertisements, promotions, etc. Such e-mail will be sent to mailbox(es) as submitted by User upon sign up. BrandPort does not make any representation or warranty with respect to the content of any such e-mail messages or any goods or services which may be obtained from such third parties, and User agrees that BrandPort shall not have any liability with respect thereto.

GOVERNING LAW
North Carolina law shall govern this Agreement, and any dispute arising from the relationship between the parties to this Agreement, excluding any laws that direct the application of another jurisdiction's laws. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and cost and expenses incurred, subject to the Limitation of Liabilities clause. The parties consent to the exclusive jurisdiction and venue of the courts of the State of North Carolina or to any Federal Court located within the State of North Carolina.

ARBITRATION
Any legal controversy or legal claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration before the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in North Carolina, as the parties to this agreement agree to be governed by the laws of North Carolina. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in North Carolina necessary to protect the rights or property of party pending the completion of arbitration. The prevailing party from arbitration shall be entitled to reasonable attorney's fees, which shall be set forth by the arbitrator(s). Judgment upon the award rendered may be entered in any court in the state of North Carolina with jurisdiction. The decision of the arbitrator shall be final and binding on the parties. The parties shall bear equally all fees, costs and expenses of the arbitration, and each party shall bear its own legal expenses, attorneys fees, and costs of all experts and witnesses, provided, however, the arbitration panel may apportion between the parties, as said arbitrator may deem equitable, the cost incurred by either party.

Should either party file an action contrary to this provision, the other party may recover attorneys' fees and costs up to one thousand ($1000) dollars.

SEVERABILITY
If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

SURVIVABILITY
The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely - confidentiality/non-disclosure, warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment.

INDEMNIFICATION
You agree to defend, indemnify and hold harmless BrandPort against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to reasonable attorneys' fees) or claims caused by or resulting indirectly from your use of the service, without limitation or exception, including your violation of any third-party's rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with BrandPort.

FORCE MAJEURE
If by reason of failures of telecommunications or internet service providers, labor disputes, riots, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions or other causes beyond the control of BrandPort, BrandPort is unable to perform in whole or in part its obligations as set forth in this Agreement, then BrandPort shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make BrandPort liable to the User.

HEADINGS
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such action.

ASSIGNMENT
In the event of a merger or consolidation of BrandPort, the surviving or new corporation and any subsidiaries are similarly subject to the rights and obligations of this Agreement.

ENTIRE AGREEMENT
Unless otherwise specified herein, this Agreement constitutes the complete and exclusive statement of the Agreement between the parties regarding the products and services provided hereunder, and supercedes any prior Agreements between the parties with respect thereto.

MODIFICATION OF TERMS
BrandPort reserves the right to modify this policy at any time and without advance notice, effective upon making the modified provisions available on the SpotWinner Web Site. You are responsible for regularly reviewing these documents. Continued use of the SpotWinner Web Site after any such changes shall constitute your consent to such changes. BrandPort and the Site do not and will not assume any obligation to notify you of any changes to the Terms of Service.