Effective Date: March 14, 2007

TheNetPanel.COM™ TERMS & CONDITIONS

NOTICE: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING THIS WEBSITE, AND ANY PAGES THEREOF, YOU AGREE THAT YOU ARE AT LEAST 18 YEARS OF AGE AND AGREE TO COMPLY WITH, AND BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”), AS WELL AS OUR PRIVACY POLICY. CLICK HERE TO VIEW OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THIS AGREEMENT IN ITS ENTIRETY, YOU ARE NOT AUTHORIZED TO ACCESS AND/OR USE THIS WEBSITE, OR ANY PAGES THEREOF.

Welcome to the TheNetPanel.com™ website located at www.TheNetPanel.com™ (the “Website”). The Website is brought to you by MediaWhiz™ Holdings, LLC (“MediaWhiz™,” “we” or “us”). The Website is only available to individuals that are 18 years of age or older, and who are legal residents of the United States or District of Columbia.

1. Acceptance of Agreement. This Agreement, together with the Privacy Policy and any Official Contest Rules, constitutes the entire agreement between MediaWhiz™ and users of the Website, and supersedes any and all prior or contemporaneous agreements, representations, warranties and understandings, whether written or oral, with respect to your use of the Website. We may amend this Agreement from time to time, in our sole discretion, without specific notice to you. The most recent version of the Agreement will be posted on the Website. Your continued use of the Website constitutes your acceptance of all of the terms and conditions contained within the Agreement effective at that time, as well as your acknowledgment of the reasonableness of these standards for notice of changes. We encourage you to review the Website and this Agreement periodically for any updates or changes. If you utilize the Website in any manner inconsistent with this Agreement, MediaWhiz™ may immediately terminate, with or without notice, your access to, and/or block your future access to, the Website and/or seek such additional relief available to us.

2. Description of Services. TheNetPanel.com™ provides its registered users with an opportunity to complete online surveys and enter sweepstakes to win prizes (the "Service"). Click here to view our Official Contest Rules. The Website is available only to individuals who can enter into legally binding contracts under applicable law. Consistent with the foregoing, the Website is not intended for use by individuals under eighteen (18) years of age, and we do not knowingly gather or solicit information from such users. If you are under eighteen (18) years of age, you do not have permission to use the Website or register for any sweepstakes. Unless explicitly stated otherwise, any future offer(s) made available to you on the Website that augment(s) or otherwise enhance(s) the current features of the Website shall be subject to this Agreement. You understand and agree that MediaWhiz™ is not responsible or liable in any manner whatsoever for your inability to use and/or qualify for MediaWhiz™-sponsored products and/or services including, but not limited to, any sweepstakes that may be available on the Website and/or any associated functionality.

3. Registration. To register for TheNetPanel.com™, you must first complete our online survey located at the Website. The information you must supply during the registration process includes, but is not limited to: 1) full name; 2) email address; 3) state of residency; and 4) zip code (collectively referred to as “Registration Data”). You agree to provide true, accurate, current and complete Registration Data.

4. Termination & Cancellation. You agree that MediaWhiz™, in its sole discretion, may terminate this Agreement and/or suspend your registration (or any part thereof) at any time, without notice to you, in the event that MediaWhiz™: 1) reasonably believes that you are in breach of the Agreement; or 2) reasonably believes that you have provided incomplete, inaccurate or untrue Registration Data. If MediaWhiz™ terminates this Agreement, or suspends your registration for any of the reasons set forth in this Agreement, MediaWhiz™ shall have no liability or responsibility to you. You understand and agree that cancellation of your registration is your sole right and remedy with respect to any dispute with MediaWhiz™.

5. License Grant. As a visitor to the Website, you are granted a nonexclusive, nontransferable, revocable and limited license to access and use the Website (and its associated content) in accordance with this Agreement. MediaWhiz™ may terminate this license at any time for any reason whatsoever. You may use the Website and/or Services for your own personal, noncommercial use. No part of the Website may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Website, Website content or any portion thereof. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website. You may not take any action that imposes an unreasonable or disproportionate load on MediaWhiz™ infrastructure. You may not use any automated form of scraping or data extraction to access, query or otherwise collect MediaWhiz™-related information from the Website and/or Service. MediaWhiz™ reserves any rights not explicitly granted in this Agreement.

6. Proprietary Rights. The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software and other matters related to the Website, Website content and/or any sweepstakes available at the Website are the sole property of MediaWhiz™ and are protected under applicable copyrights, trademarks and other proprietary (including, without limitation, intellectual property) rights. The copying, redistribution or publication by you of any part of the Website is strictly prohibited. You do not acquire ownership rights to any content, document, software, services or other materials viewed at or through this Website. The posting of information or material at the Website by MediaWhiz™ does not constitute a waiver of any right in such information and/or materials.

7. Third Party Websites. The Website and/or third parties may provide links to other Internet websites and/or resources. MediaWhiz™ is not responsible for the content, terms and conditions and/or privacy policies on such websites. If you choose to link to a website not controlled by MediaWhiz ™, MediaWhiz ™ makes no warranties, either express or implied, concerning the content of such website, including the accuracy, completeness, reliability or suitability thereof for any particular purpose. MediaWhiz ™ does not warrant that such website or content is free from any claims of copyright, trademark or other infringement or the rights of third parties or that such website or content is free from viruses or other contamination.

8. Privacy Policy. Use of the Website is subject to our Privacy Policy and Official Contest Rules, which are hereby incorporated into and made a part of this Agreement. We reserve the right to use all information regarding your use of the Website and any and all other personally identifiable information provided by you in accordance with the terms of our Privacy Policy. Click Here to view our Privacy Policy. Click Here to view the Official Contest Rules.

9. Indemnification. You agree to indemnify, defend and hold harmless, MediaWhiz™ and its parents and subsidiaries, and each of their respective officers, partners, members, managers, employees, agents and attorneys, against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including settlement costs and/or reasonable attorneys’ fees) arising from or relating to your use of the Website and/or participation in any sweepstakes available at the Website, and any material that you submit to or transmit through the Website, your violation of this Agreement, your infringement or violation of the rights of another, or termination of your access to the Website and/or Services.

10. Disclaimer of Warranties. THIS WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, MEDIAWHIZ™ MAKES NO WARRANTY THAT: 1) THE WEBSITE WILL MEET YOUR REQUIREMENTS; 2) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; AND 3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE. THE WEBSITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. MEDIAWHIZ™ WILL NOT BE LIABLE FOR THE AVAILABILITY OF ANY UNDERLYING INTERNET CONNECTION. MEDIAWHIZ™ ASSUMES NO RESPONSIBILITY FOR THE DELETION OR FAILURE TO STORE ANY MESSAGES OR PERSONALIZED SETTINGS. NO ADVICE, WHETHER WRITTEN OR ORAL, OBTAINED BY A USER OR MEMBER FROM MEDIAWHIZ™ SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

11. Limitation of Liability. YOU AGREE THAT MEDIAWHIZ™ AND ITS PARENTS AND SUBSIDIARIES, AND EACH OF THEIR RESPECTIVE OFFICERS, PARTNERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS AND ATTORNEYS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM THE USE OR INABILITY TO USE, OR THE INTERRUPTION, SUSPENSION OR TERMINATION OF, THE WEBSITE, ANY SWEEPSTAKES AVAILABLE AT THE WEBSITE OR ANY SERVICES OR INFORMATION OBTAINED ON OR THROUGH THE WEBSITE OR SERVICES, EVEN IF MEDIAWHIZ™ AND ITS PARENTS AND SUBSIDIARIES, AND ANY OF THEIR RESPECTIVE OFFICERS, PARTNERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS AND ATTORNEYS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES; IN SUCH STATES, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMISSIBLE BY LAW.

12. Choice of Law. This Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Should a dispute arise concerning the terms and conditions of this Agreement, or the breach of same by either party hereto, the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association in New York City, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing contained herein shall be construed to preclude any party from seeking injunctive relief in order to protect its rights pending an outcome in arbitration. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. You agree that you hereby waive any right to, and will not, participate in any class action lawsuit related in any manner to the Website, sweepstakes and/or Service. To the extent that anything in, or associated with, the Website, sweepstakes or Service is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Notwithstanding the foregoing, to the extent that anything contained herein is in any way inconsistent with the terms and conditions of any sweepstakes’ Official Contest Rules posted on the Website, the Official Contest Rules shall govern. MediaWhiz™’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

13. Legal Warning. Any attempt by any individual to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Website, is a violation of criminal and civil law and MediaWhiz™ will diligently pursue any and all remedies against any offending individual or entity to the fullest extent permissible by law and in equity.

14. Customer Service. You may contact TheNetPanel.com™ customer service via e-mail at service@thenetpanel.com, or by writing to TheNetPanel.com™ Customer Service, P.O. Box 1119, Old Chelsea Station, New York, NY 10113.