ACCEPTANCE OF TERMS (Last Updated on 11/23/06)

Searchen Networks Inc. provides its service to you, subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you.

DESCRIPTION OF SERVICE

Searchen Networks Inc., (www.searchen.com), currently provides users with access to a collection of resources, including, various communications tools, forums, search services, and branded programming through its network of properties (the "Service"). You also understand and agree that the Service may include advertisements and that these advertisements are necessary for Searchen Networks Inc. to provide the Service. Unless explicitly stated otherwise, any new features that augment or enhance the current services offered, including the release of new Searchen Networks Inc. properties, shall be subject to these Terms of Service. You understand and agree that the Service is provided "AS-IS" and that Searchen Networks Inc. assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service and that access may involve third party fees (such as Internet Service Provider {ISP} or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.

YOUR REGISTRATION OBLIGATIONS

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 Searchen Networks Inc. has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Searchen Networks Inc. has the right, (but not the obligation), to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

SEARCHEN NETWORKS INC. PRIVACY POLICY

Searchen Networks Inc. does not rent, sell, or share personal information about you with other people or nonaffiliated companies. You acknowledge that Searchen Networks Inc. may or may not pre-screen content, but that Searchen Networks Inc. and its designees shall have the right (but not the obligation), in their sole discretion to pre-screen, refuse, or move any content that is available via the service. Without limiting the foregoing, Searchen Networks Inc. and its designees shall have the right to remove any content that violates the Terms of Service or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. In this regard, you acknowledge that you may not rely on any content created by Searchen Networks Inc. or submitted to Searchen Networks Inc., including without limitation to information in Searchen Networks Inc. forums, message boards, and in all other parts of the service.

CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE

Searchen Networks Inc. does not claim ownership of content you submit or make available for inclusion on the service. However, with respect to content you submit or make available for inclusion on publicly accessible areas of the service, you grant Searchen Networks Inc. the following world-wide, royalty free and non-exclusive license(s), as applicable: With respect to content you submit or make available for inclusion on publicly accessible areas of Searchen Networks Inc., the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such content on the Service solely for the purposes of providing and promoting the specific Searchen Networks Inc. category to which such content was submitted or made available. This license exists only for as long as you elect to continue to include such content on the service and will terminate at the time you remove or Searchen Networks Inc. removes such content from the service.

INDEMNITY

You agree to indemnify and hold Searchen Networks Inc., and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit or make available through the service, your use of the service, your connection to the service, your violation of the TOS, or your violation of any rights of another including and not limited to copyrights, trademarks, and service marks of others.

NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the service, use of the service, or access to the service without prior written permission from Searchen Networks Inc.

MODIFICATIONS TO SERVICE

Searchen Networks Inc. reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the service (or any part thereof) with or without notice. You agree that Searchen Networks Inc. shall not be liable to you or to any third party for any modification, suspension or discontinuance of the service.

DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Searchen Networks Inc. shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the service.

LINKS

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Searchen Networks Inc. has no control over such sites and resources, you acknowledge and agree that Searchen Networks Inc. is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Searchen Networks Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

SEARCHEN NETWORKS INC. PROPRIETARY RIGHTS

You acknowledge and agree that the service and any necessary software used in connection with the service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Searchen Networks Inc. or its advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the service or the software, in whole or in part. Searchen Networks Inc. grants you a personal, non-transferable and non-exclusive right and license to use the object code of its software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the software. You agree not to modify the software in any manner or form, or to use modified versions of the software, including (without limitation) for the purpose of obtaining unauthorized access to the service. You agree not to access the service by any means other than through the interface that is provided by Searchen Networks Inc. for use in accessing the Service.

DISCLAIMER OF WARRANTIES

You Expressly Understand and agree that: Your use of the service is at your sole risk. The service is provided on an "as is" and "as available" basis. Searchen Networks Inc. expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Searchen Networks Inc. makes no warranty that (i) The service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) The results that may be obtained from the use of the service will be accurate or reliable, (iv) The quality of the products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (V) any errors in the software will be corrected. Any material downloaded or otherwise obtained through the use of the service is done at your own risk and discretion and that you will be solely responsible for any damage to your computer or system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from Searchen Networks Inc. or through or from the service shall create any warranty not expressly stated in this TOS. A small percentage of users may experience epileptic seizures when exposed to certain light patterns or backgrounds on a computer screen or while using the service. Certain conditions may induce previously undetected epileptic symptoms even in users who have no prior history of seizures or epilepsy. If you, or anyone in your family, have an epileptic condition, consult your physician prior to using the service. Immediately discontinue use of the service and consult your physician if you experience any of the following symptoms while using the service -- Dizziness, altered vision, eye or muscle twitches, loss of awareness, disorientation, any involuntary movement, or convulsions.

LIMITATION OF LIABILITY

You expressly understand and agree that Searchen Networks Inc. shall not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Searchen Networks Inc.has been advised of the possibility of such damages), resulting from: (i) The use or inability to use the service; (ii) The cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) Unauthorized access to or alteration of your transmissions or data; (iv) Statements or conduct of any third party on the service; OR (v) Any other matter relating to the service.

EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

NO THIRD PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this Agreement.

TRADEMARK INFORMATION

The Searchen Networks Inc. logo, Searchen Networks Inc. trademarks and service marks and other Searchen Networks Inc. logos and product and service names are trademarks of Searchen Networks Inc. (the "SEARCHEN Marks"). Without Searchen Networks Inc. prior permission, you agree not to display or use in any manner, the Searchen Networks Inc. Marks. Trademark Registration Serial Number: 78606573 Registration Number: 3147884

SUBMISSION GUIDELINES

Web sites added to the Searchen Networks Inc. Directory should be quality sites that add original content and value to the directory. Sites which have one or more of the following criteria's should not be listed:

- Any firearms, explosives, or weapons.
- Any items that are indecent or obscene, that are hateful or racially, sexually, ethnically or otherwise objectionable, that contain child pornography, that are otherwise pornographic in nature, or are harmful to minors.
- Any items that are counterfeit or stolen.
- Any goods or services that do not, in fact, exist.
- Any items that violate or infringe the rights of other parties.
- Any items that you do not have the legal right to sell.
- Any sites that contain hidden text, redirects, excessive keyword stuffing, cloaks, or anything else that may classify as spam.

Searchen Networks Inc. reserves the right to delete, modify, or permanently remove any objectionable sites.

Sites that contain only affiliate links, with content provided by the associated partner, should not be listed. You can often recognize these sites by their links and by their URL's, which contain referral IDs like like website.com/?aff=10234 or website.com/?id=quit4good.

Hate, Illegal, Pornographic and Violent Sites

Sites which advocate violence or illegal acts against a person or group of people will not be listed. Sites containing visual representation of extreme violence or rudeness should not be listed. Sites that contain pornographic text or images should not be submitted. This includes sites that contain links to sites with such material via text links or banners.

The majority of most non-pornographic sexual content sites may be deemed acceptable. Sites may include nudity, IF the nature of the material is not to arouse the viewer. Examples of such sites would include those which are educational or medical in nature.

- Keep the title brief. Some titles will need abbreviations in order to fit in the allotted space.
- Use initial caps in titles. Do not use all CAPITAL LETTERS.
- Write a brief, objective phrase or sentence about the site, and what it offers or features about the product or service.
- Use correct grammar, spelling and punctuation. Proofread your descriptions.
- Do not capitalize the first letter of every word in the description.
- Do not use marketing slogans or offer subjective opinions, positive or negative.
- Write descriptions in English, and note in the description if the site is multilingual or only available in a language other than English.

GENERAL INFORMATION

The above "TOS" constitutes the entire agreement between you and Searchen Networks Inc. and govern your use of the service, superceding any prior agreements between you and Searchen Networks Inc., whether written or verbal. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Searchen Networks Inc. services, affiliate services, third-party content or third-party software. The TOS and the relationship between you and Searchen Networks Inc. shall be governed by the laws of the State of New York, located in the United States of America, without regard to its conflict of law provisions. You and Searchen Networks Inc. agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Suffolk, New York.

The failure of Searchen Networks Inc. to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that your Searchen Networks Inc. account is non-transferable and any rights to your Searchen Networks Inc. username and passwords associated with your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

By your use of the service, you consent to the above disclosures. If you do not agree or accept the above disclosures please immediately exit the service. Do not hesitate to contact us for additional information.