W3i, LLC SUBSCRIBER AGREEMENT

This Subscriber Agreement (the "Agreement") sets forth the terms and conditions of your Freeze.com Subscription. As a condition of becoming a member of, and subscribing to, Freeze.com, you must accept this Agreement in its entirety.

BY USING THIS SERVICE, YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF THIS AGREEMENT IS NOT ACCEPTABLE, PLEASE EXIT THIS SUBSCRIPTION SIGN-UP.

1. GENERAL
Freeze.com is operated by W3i, LLC. The Service offers Subscribers access to, among other things, screen savers and wallpapers (the "Content") owned, licensed, accessed or located on Freeze.com. Once you click the "I Have Read..." checkbox and complete the registration process, you become a Subscriber. By becoming a Subscriber and using the Service, you are indicating that you are at least 18 years old, and that you agree to be bound by all of the terms in this Agreement. The right to use the Service is personal to you. Your Account is not transferable.

2. SUBSCRIBER INFORMATION
You agree that we may store your registration and usage information. You also agree that we can provide aggregate statistical information to advertisers, potential advertisers, and content providers. Except in the event where you have consented, or "opted in," requesting information or inclusion in a list, we will not: (1) disclose your Personally Identifiable Information (PII), including your name, address, email address, or phone number; and (2) we will not disclose your credit card information except to the extent necessary to complete a transaction initiated by you. We may use your PII to inform you about other products and services, unless you notify us that you do not wish to receive such information. We may also deliver messages about the Service to you by e-mail.

3. PRICE AND PAYMENT (APPLIES TO PAID MEMBERSHIP ONLY)
Subscription to the Service is on an annual or per-product basis. You authorize us to charge to your credit card account the applicable annual subscription fee ("Subscription Fee"). You must be the legal holder of the checking or credit card account used to establish this membership and you must indemnify us and our affiliates against any and all claims.

Information on current Subscription Fees and other charges can be found on the Subscription Information page. If you choose the automatic renewal option ("Automatic Renewal"), your annual Subscription will be renewed at the end of the Subscription period. If you have chosen Automatic Renewal, and you later choose to cancel please, notify us before the expiration of your current Subscription period. If you want to designate a different credit card for Automatic Renewal or there is a change in your credit card validity or expiration date, you may make such changes through the Member Services section.

You may send cancellation requests, no later than 10 days prior to expiration, via the Member Services section of the Service by e-mail to support@support.w3i.com or by mail to Attn: Customer Service, W3i, LLC, 1900 Medical Arts Ave. S., Sartell MN 56377. You agree to pay all taxes on the subscription.

Our authorized payment partner and certified reseller is VeriSign. VeriSign will charge the Subscription fee to your credit card. The name VeriSign will appear on your bank draft and credit card. Fees and charges are refundable during the first ten (10) calendar days if you decide to cancel the subscription for any reason. We will credit you in the same form you paid.

4. SUBSCRIBER ACCOUNT RESPONSIBILITIES
You must comply with the provisions of this Agreement. You must maintain the confidentiality of your password. If you believe that your Account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your password), you must promptly change your password and inform us of the violation through the Member Services section. You also are responsible for any fees or charges incurred to access the Service through an Internet access provider or other third-party service.

You agree that you shall not use any automated or manual means, including but not limited to the use of any site search or retrieval application to "spider" the service, to retrieve, index or in any way circumvent the navigational structure or presentation of the Service's Content as established by us.

5. CHANGES
We reserve the right, at any time, to (i) change the terms of this Agreement, (ii) change the Service, including eliminating or discontinuing the Service, restricting the hours of availability or limiting the amount of use permitted, or (iii) change any fees or charges for use of the Service, including instituting new or increased fees or charges for the use of the Service or any feature thereof. All changes in existing fees or charges will take effect on Subscription renewal. All other changes shall be effective immediately. We will give notice of changes to this Agreement by posting the new Agreement in the Subscription Information section of the Service, and you agree to review this section regularly to obtain timely notice of such changes. Any use of the Service after such notice shall be deemed to constitute acceptance of the changes. We may also give notice to you, at our option, by electronic or conventional mail.

You may give notice to us by electronic or conventional mail. Notices by electronic mail must be sent to support@support.w3i.com. Notices by conventional mail must be sent to: Attn: Customer Service, W3i, LLC, 1900 Medical Arts Ave. S., Sartell MN 56377. Any notice conveyed by you to us will not change the terms of this Agreement, unless an authorized representative expressly accepts the change in a signed writing.

6. THIRD-PARTY LINKS
The Service may contain links to other web sites operated by third parties ("Linked Sites"). You acknowledge that, when you visit a Linked Site, a frame may appear that contains our logo and advertisements. You acknowledge that we neither endorse nor are affiliated with the Linked Site and are not responsible for anything that appears on the Linked Site

7. TRADEMARKS, COPYRIGHTS AND LIMITATIONS ON USE
FREEZE, THE COOLEST WAY TO FREE, A NEW DEGREE OF FREE, and CHANGE YOUR SCREEN, CHANGE YOUR WORLD are registered trademarks of W3i, LLC. You may not use our trademarks without written consent.

The Content, including all image files on the Service, is proprietary and protected by United States and International Copyright Laws. Content received through the Service may be displayed on your computer. You agree not to reproduce, retransmit, distribute, disseminate, download, sell, circulate, publish or broadcast the Content received through the Service to anyone, including but not limited to others in the same company or organization, without our express prior written consent. You may not transfer your right to use the Service. Only one individual may access the Service at the same time using the same user name or password. You may not loan, sell, rent or otherwise transfer the right to use any Content to any person. You may not post the Content for download or otherwise allow access to your collection of the Content. You may alter the Content, including but not limited to adding or changing text and resizing or cropping images, (hereafter "Derivative Works"). However, all ownership and any right, title and interest in and to such Derivative Works shall remain with us.

If you are acquiring the Subscription on behalf of any unit or agency of the United States Government, the following provisions apply: The Government agrees: (i) if the Content is supplied to the Department of Defense (DoD), the Content is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Content as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and (ii) if the Content is supplied to any unit or agency of the United States Government other than the DoD, the Government's rights in the Content will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA supplement to the FAR.

If you agree to the foregoing terms, we grant you a non-exclusive, non-transferable, right to copy and store the Content for your own use. Free members are strictly prohibited from making commercial use of Content. Paid members may use Content for their own purposes and for their businesses. However, they may not distribute or sell Content or images. Any other use is strictly prohibited and will be deemed a breach of this Agreement. We reserve all our rights.

To obtain a special license, or if you have any questions about use, contact us at support@support.w3i.com

8. DISCLAIMERS AND LIMITATION OF LIABILITY
YOU AGREE THAT THE USE OF THE SERVICE AND CONTENT IS AT YOUR OWN RISK, AND THAT WE PROVIDE THE SERVICE AND CONTENT "AS AVAILABLE" AND "AS IS". WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR OF FITNESS FOR ANY PURPOSE. WE DO NOT WARRANT THE QUALITY OR COMPATABILITY OF THE CONTENT. WE MAKE NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED.

IN NO EVENT SHALL OUR TOTAL LIABILITY, OR THE LIABILITY OF OUR EMPLOYEES, AFFILIATES, SPONSORS, AGENTS, CONTENT PROVIDERS, MERCHANTS OR LICENSORS, WHETHER IN CONTRACT TORT OR OTHERWISE, EITHER JOINTLY OR SEVERALLY, EXCEED TEN UNITED STATES DOLLARS ($10.00). THE FOREGOING PROVISIONS OF THIS SECTION ARE FOR OUR BENEFIT AND FOR THE BENEFIT OF OUR EMPLOYEES, DIRECTORS, AFFILIATES, AGENTS, SPONSORS, CONTENT PROVIDERS, MERCHANTS AND LICENSORS, AND EACH SHALL HAVE THE RIGHT TO ASSERT AND ENFORCE THESE PROVISIONS DIRECTLY ON THEIR OWN BEHALF. IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, SPONSORS, AGENTS OR LICENSORS, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICE OR ANY SOFTWARE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR ANY SOFTWARE OR OUT OF THE BREACH OF ANY WARRANTY OR ANY OTHER CAUSE. IN NO EVENT WILL WE OR OUR AFFILIATES, SPONSORS, AGENTS, CONTENT PROVIDERS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT OR THE SERVICE.

9. INDEMNIFICATION
You agree to defend, indemnify and hold us and our affiliates, sponsors and Content Providers, and each of their respective directors, officers, employees and agents harmless against all claims and expenses, including reasonable attorneys' fees, arising out of your use of the Service.

10. TERMINATION
We may terminate this Agreement and your Account at any time, with or without cause. In the event that you are dissatisfied with the Service for any reason whatsoever the only right available to you is to terminate your Account. Fees and charges are refundable if you terminate the subscription for any reason within the first thirty days. We may suspend or terminate your Account, without notice, in the event of your breach of this Agreement or for other conduct that we in our sole discretion, consider unacceptable. Suspension or termination of your Account means that the Service will no longer be accessible to you. The provisions of the Subscriber Information, Price and Payment, Subscriber Conduct, Copyright and Limitations on Use, Disclaimers and Limitation of Liability, Indemnification, Termination, and Miscellaneous sections of this Agreement shall survive the termination of the Agreement.

11. SPECIAL NOTICE TO CALIFORNIA SUBSCRIBERS
As required by California Code Section 1789.3, this notice is to advise you of the following: (a) The Service is a service provided by W3i, LLC, 1900 Medical Arts Ave. S., Sartell MN 56377. Our telephone number is (320) 253-2157; (b) For a description of all current fees and charges, see the Subscription Information section of the Service. We reserve the right to change the amount of any fee or charge and to institute new fees or charges, effective upon renewal of your Subscription; (c) If you have a complaint regarding the Service or desire further information on use of the Service, contact us by telephone at (320) 257-2157. For complaints, you may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 "R" Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.

12. MISCELLANEOUS
This Agreement constitutes the entire agreement between you and us with respect to the Service, and supersedes all other communications and agreements with respect to the subject matter hereof. We may modify this Agreement at anytime upon notice as described above. This Agreement shall be deemed to have been executed in the State of Minnesota, and shall be governed by and construed in accordance with the s laws of the State, without regard to its conflict of law rules. If any provision of this Agreement is determined to be invalid, all other provisions shall remain in full force and effect. No waiver of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

13. DEFINITIONS
Personally Identifiable Information (PII) is any information that identifies or could be used to identify, contact or locate you. It also includes your credit card number.

Partner is an advertiser, or other entity with whom we have a business relationship to provide Offers.

Service includes, but is not limited to, our screensaver, wallpaper, game, animated gif, clip art, buddy icon, greeting card, browser skin, font, desktop theme, html editor, sound effect, social networking, storage, and calendar software, as well as the YOURSCREEN™ Personal Desktop Manager and our Toolbar.

Subscriber means any person who establishes an authorized account ("Account") for access to and use of the Service.

User means an individual that has accessed the Sites on which we host our Products or Services.

We, Our, and Us refer to W3i, LLC and its subsidiaries.

You, and Your refer to each User and his or her agents.

14. CONTACT INFORMATION
If you have any questions or concerns or would like a written copy of this Agreement please feel free to contact us at:

W3i, LLC
Attention: Customer Care - Privacy Policy Issues
1900 Medical Arts Ave. S.
Sartell, MN 56377

Alternatively, if you would like, contact us via e-mail at support@support.w3i.com