Revised August 1, 2002 SUBSCRIBER AGREEMENT This AGREEMENT is entered into between You, the subscriber, and TELA, INC. ("Tela") relating to Tela's provision of Internet access and related services. SERVICES Internet Access and Data Storage. Under the terms and conditions of this Agreement, Tela will provide You with access to the Internet and/or data storage services for data You wish to upload or post on the Internet (collectively the "Service"), as You designate on the attached Schedule A. You may use the Service at the times when the Service is generally available to Service subscribers. You may authorize other users ("Authorized Users") to access the Service under your account. However, You are responsible for all charges incurred under your account. You will be responsible for obtaining all licenses and permissions required to provide and distribute the data which You upload or post. CHARGES The charges for the Service are listed on Schedule A. You will be billed monthly, quarterly, or annually, depending on your service level. All charges are due and payable according to the terms given on Tela's invoice. If full payment is not made by the due date, Tela may suspend or terminate your account. You may thereafter be charged up to the maximum legal interest on any unpaid balance, and your account may be cancelled. A service charge will apply for reinstatement. Tela reserves the right to refuse service reinstatement. You remain liable for all incurred but unpaid charges. ONLINE CONDUCT The Service is being provided to You for your use and enjoyment, and the Internet can be both entertaining and educational. However, because of the nature of the Service, we must include some rules under which you may use the Service. Neither You nor any Authorized User may, or permit any third party to, (i) restrict other users' access to or enjoyment of the Service or of the Internet or (ii) post or transmit through the Service any data, information or other materials (including software) which is unlawful, obscene, false or deceptive, defamatory, harassing or invasive of privacy rights or which violates any copyrights or other intellectual property rights or which otherwise creates any liability to any third party. (iii) use the network to disrupt the service or privacy of others including unsolicited advertising, detrimental network activity, tampering with security mechanisms, accessing files, data, or using services which are not publicly available, introduction or use of computer viruses, worms, or other software designed or intended to harm, probe, infiltrate, monitor or disrupt computer systems. (iv) attempt to access or modify any data not explicitly belonging to them within the Tela network without permission of the file's owner, nor attempt to capture or obtain passwords, confidential data, or other information not made publicly available through well-known access protocols. The Service may also include an area in which You may buy and sell goods and services online to other Internet users. You will be solely responsible for all such online transactions, including ordering, sale, billing and collection of all applicable fees and taxes, delivery of the goods/services and the like. By making goods or service available through the Service, Tela does not endorse such goods or services. Tela will not censor, edit or pre-screen the information You provided or which is available through the Service. However, if Tela knows or has reason to believe that You or Authorized Users have violated any of the terms and conditions of this Agreement, Tela will take the necessary action to limits its liability, including immediate cancellation of your subscription and deletion of your data from Tela's server. You may select, as your identifier on the Service, any user name which is at least 3 and not more than 8 characters in length and which is not already being used by another Service subscriber. Your user name must always appear with your postings through the Service. Your legal name must be used in our records. SUBSCRIBER'S REPRESENTATIONS You must be 18 years of age or older to subscribe to the Service. You agree to defend, indemnify and hold harmless Tela, its affiliates and its suppliers from and against any and all claims, actions, causes of action, liabilities, damages, costs and expenses, including attorneys' fees, arising out of or related to: (i) violation of this Agreement by You or your Authorized Users; or (ii) your use of the Service or the Internet or the posting or transmission of any information, software and other materials on the Internet by You or Authorized Users. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY You understand and agree that neither Tela nor any of its affiliates or suppliers operates or controls the Internet, and that information, products, services and other materials available on the Internet accessible through the Service are offered or made available by third parties who are not associated with Tela, its affiliates or its suppliers. In addition, You acknowledge that information and materials on the Internet may not be available at all times or may be deleted at any time by its provider. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR ACCESS TO AND USE OF THE SERVICE AND THE INTERNET AND FOR DETERMINING THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY AND VALUE OF ALL INFORMATION, PRODUCTS, SERVICES AND OTHER MATERIALS PROVIDED ON THE INTERNET THROUGH THE SERVICE. THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER TELA, ITS AFFILIATES NOR ITS SUPPLIERS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FEE OR THAT ANY INFORMATION, DATA OR MATERIALS (INCLUDING SOFTWARE) ACCESSIBLE ON THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. IN NO EVENT WILL TELA, ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE FOR ANY LOST PROFITS OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING IN ANY WAY TO: (i) YOUR USE OF THE SERVICE OR ACCESS TO THE INTERNET; (ii) YOUR INABILITY TO USE THE SERVICE OR ACCESS THE INTERNET COMPLETELY OR PROPERLY, EVEN IF ASSISTED BY TELA; (iii) YOUR RELIANCE ON OR USE OF ANY INFORMATION, GOODS, SERVICES OR OTHER MATERIALS PROVIDED ON OR THROUGH THE SERVICE, OR (iv) THAT RESULT FROM ERRORS, OMISSIONS, DELAYS, DEFECTS, ERASURES OR ANY FAILURE OF PERFORMANCE. OUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIMS FOR DAMAGES RELATING TO THE SERVICE, WHETHER BASED IN CONTRACT OR NEGLIGENCE, SHALL BE LIMITED TO THE AMOUNT OF CHARGES PAID BY YOU RELATIVE TO THE PERIOD OF OCCURRENCE OF EVENTS WHICH ARE THE BASIS OF THE CLAIM(S). YOUR EQUIPMENT AND SOFTWARE You are responsible for obtaining the software, and equipment necessary to access the Service and the Internet. Although Tela or its suppliers will use standards-based routing protocol and product support, Tela, its affiliates and its suppliers will not be liable for any changes in the Service which affects the performance of your software or equipment. TERM AND TERMINATION This Agreement will become effective upon execution by both parties. You may terminate the Agreement at any time by written notice to Tela. Tela may terminate the Agreement with twenty days' advance written notice to You. Notwithstanding the foregoing, the Agreement will have a minimum period of one (1) month. If You breach this Agreement, Tela will have the right to immediately terminate this Agreement and to cancel your subscription to the Service. Upon any termination of this Agreement, Tela will delete your information (if any) stored on its servers. ENTIRE AGREEMENT AND MODIFICATIONS This Agreement, including Schedule A, constitutes the entire understanding between You and Tela regarding the Service and supersedes any and all prior understandings and agreements, oral or written, relating to the Service. Tela may modify this Agreement, including applicable charges, at any time upon thirty (30) days' notice to You. Any other amendment must be in writing and signed by both parties. ARBITRATION Any dispute between the parties arising from, relating to, or based upon this Agreement shall be resolved through binding arbitration. Arbitration shall be conducted under the commercial arbitration rules of the American Arbitration Association, and shall be held under the AAA's auspices in Minneapolis, Minnesota. GENERAL PROVISIONS This Agreement will be governed by and construed under the laws of the State of Minnesota. Failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision nor of the right to enforce such provision. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby. ------------------------------------------------------------------------ SCHEDULE A Please fill out the following information and fax or return to Tela at: Tela, Inc 1769 North Lexington Avenue, #344 Roseville, MN 55113 Fax: 651-488-2077 to register for the Service. If you have any questions or special service requirements, please contact Tela at 651/489-4340. ACCESS LEVEL ____ Dialup Modem 10 hours/month economy account = $10.00/month plus $30.00 setup fee ECONOMY ACCOUNT QUARTERLY OR ANNUAL BILLING ONLY ____ Dialup Modem 100 hours/month = $20/month ____ Additional Email boxes $5/month ____ Qwest Home/Home office 256k DSL $30/month plus Qwest charges (billed directly by Qwest) ____ Qwest Home/Home office 640k DSL $50/month plus Qwest charges (billed directly by Qwest) ____ Qwest Business office 256k DSL $40/month plus Qwest charges (billed directly by Qwest) ____ Qwest Business office 640k DSL $70/month plus Qwest charges (billed directly by Qwest) ____ Static IP addresses for DSL 1-5: $10/mo. 6-13: $20/mo ____ Other service from Tela (web hosting, secure server, etc.) List service(s): ________________________________________________________ Additional time over the stated amounts are $1.00 per hour for Dialup Accounts. All communication line charges, including DSL costs, are the responsibility of the Subscriber. USER NAME I would like the following user name (3-8 characters): ______________ This will also be my email address. Alternate Email Address: ______________________________ A password will be assigned and sent to you. Please enter my subscription to the Service. I represent that the information I have provided to Tela on this Schedule A is correct. I have read and agree to the terms and conditions of this Subscriber Agreement. Signature: _____________________________________ Date: _____________________________________ Name (Please Print): _____________________________________ Company: _____________________________________ Service Address: _____________________________________ _____________________________________ Billing Address: _____________________________________ (If different) _____________________________________ Voice Telephone: _____________________________________ DSL Phone number (If applicable): _____________________________________