1.1. "Agreement" refers to this Terms of Service Agreement, your Entry Form and the Privacy Policy.

1.2. "Bookmarking" refers to the act of placing a web page (i.e. a URL) into a temporary file on your web browser so that you may return to that page at a future date directly, without passing through any of the preceding web pages.

1.3. "Entry Form" refers to the information entered on the Site on the form located at http://www.winmyvacation.com.

1.4. "Links" refers to one or more hyperlinks located on the applicable areas of the Site. Links also include any connection to the Site through the Internet, email, broadband, Internet II, wireless and handheld devices, cell phones, digital appliances, or other digital interactive means, networks, devices, or transmissions (whether existing now or in the future).

1.5. "Site" refers to the web site located at http://www.winmyvacation.com and related pages, or any linked pages and web sites hosted or sponsored by us.

1.6. "Sweepstakes" refers to any promotion or sweepstakes offered on the Site.

1.7. "Us," "we," and "our" and "ours" refer to Phase 2 Solutions, Inc., a Delaware corporation, and any affiliates of Phase 2 Solutions, Inc., whose products or services are offered on the Site.

1.8. "You" and "yours," refer to you, a visitor/user to/of the Site, as well as anyone you authorize to visit and use the Site on your behalf.

3.1. Except where we specify otherwise, we offer you access to the Site solely for your personal and non-commercial use. We, along with our service and information providers, own and have copyrights on the Site and all of its contents. Your use of and access to the Site do not grant you any license or right to use any of our trademarks, logos or service marks. You covenant and agree that you will not use the Site, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. You agree that you will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other web site, transfer or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Site. This means, among other activities, that you agree not to engage in the practices of "screen scraping," "database scraping," or any other similar activity. You agree that you will not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

3.2. If and when requested by us, you agree to provide true, accurate and complete user information and to refrain from impersonating or falsely representing your affiliation with any person or entity. Except with our prior written permission, you agree that you will not access or attempt to access password protected, secure or non-public areas of the Site.

3.3. You agree that we may in our sole discretion and at any time terminate your access to and use of the Site, or any part thereof, with or without notice.

3.4. The Site contains content and information originated by us, our affiliates or unaffiliated third parties. We make available such content and information through the Site as a public service, for the sole purpose of aiding you. We, therefore, cannot guarantee the accuracy, sufficiency, correctness, veracity, completeness, or timeliness of such information. You are responsible for confirming the sufficiency and reliability of any such information. This means, for example, that all of the information and materials contained in the Site are subject to change at any time. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to our final determination and acceptance.

6.1. Your acceptance of this Agreement is your warrant and representation to us that your conduct in performing your obligations under this Agreement will conform to all of the terms set forth herein and all applicable, international and/or federal, state and local laws, rules and regulations.

6.2. Registration is only available to persons who meet our eligibility criteria listed in Section 5 above. To register, you must complete an Entry Form. The Entry Form is a legally binding contract and is part of this Agreement, incorporated herein by this reference as though fully set forth herein.

6.3. Bookmarking to a page on the Site whereby this Agreement is by-passed shall constitute an implicit acceptance of this Agreement and an explicit acknowledgement of age of majority.

7.1. By filing out an Entry Form and entering a Sweepstakes, you hereby agree to the Sweepstakes Rules for that Sweepstakes located at http://www.winmyvacation.com/rules.asp (the "Sweepstakes Rules"). The Sweepstakes Rules is a legally binding contract and is part of this Agreement, incorporated herein by this reference as though fully set forth herein. The prize(s) for each separate Sweepstakes will be described in the Entry Form for each separate Sweepstakes. Prizes cannot be transferred, substituted or redeemed for cash except at our sole discretion. Federal, state and local taxes are the responsibility of the winner of any Sweepstakes. We reserve the right to substitute a prize with a prize of equal or greater value. Only one prize per family or household. If a winner of a Sweepstakes prize is deemed a minor in his/her state of residence, the prize will be awarded in the name of a parent or legal guardian.

7.2. If you are a winner of a Sweepstakes, you hereby agree that (except where prohibited) we may use your name, picture, portrait, likeness and voice for advertising and promotional purposes without further compensation. We, any of our promotional and advertising agencies, and all respective officers directors, employees, representatives, shareholders, and agents shall have no liability and shall be held harmless by you for any damage, loss or liability to person or property, due in whole or part, directly or indirectly, by reason of the acceptance, possession, use or misuse of prize or participation in any Sweepstakes. We reserve the right, in our sole discretion, to cancel or suspend part or all of any Sweepstakes should virus, bugs, non-authorized human intervention or other causes beyond our control corrupt or impair the administration, security, fairness or proper play of any Sweepstakes. In such event, we may award prizes in a random drawing from all eligible entries received up to the date of cancellation or suspension. We, and any of our promotion and advertising agencies are not responsible for technical, hardware, software or telephone failures of any kind, lost or unavailable network connections, fraud, incomplete, garbled or delayed computer transmissions, whether caused by us, users or by any of the equipment or programming associated with or utilized in the promotion or by any technical or human error which may occur in the processing of submissions which may damage a user's system or limit a participant's ability to participate in the promotion. We may prohibit an entrant from participating in any Sweepstakes or winning a prize if, in our sole discretion, we determine that said entrant is attempting to undermine the legitimate operation of the Sweepstakes by cheating, hacking, deception, or other unfair playing practices (including the use of automated quick entry programs) or intending to annoy, abuse, threaten or harass any other entrants or our representatives. All offers are void where prohibited and subject to federal, state and local laws.

7.3. ANY ATTEMPT BY AN ENTRANT TO DELIBERATELY DAMAGE THE SITE OR UNDERMINE THE LEGITIMATE OPERATION OF ANY SWEEPSTAKES MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, WE RESERVE THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY'S FEES) FROM ANY SUCH ENTRANT TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

7.4. If you are a prize winner in a Sweepstakes, you may be required to execute an Affidavit of Eligibility, a Liability Release and (where legal) a Publicity Release (collectively, "Prize Claim Documents"). If you fail or refuse to sign and return all Prize Claim Documents within fourteen (14) days of prize notification, you may be disqualified and an alternate prize winner may be selected.

7.5. In order to find out who the winner of any Sweepstakes was, or, for a copy of the official rules for any Sweepstakes, send a self-addressed, stamped envelope to: Phase 2 Solutions, Inc., 425 N. Edward St, Box 20060, Thunder Bay, ON P7E 6P2, Canada.

10.1. OUR SERVICE AND THE SITE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY THAT OUR SERVICE OR THE SITE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY US, OUR EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY OF ANY KIND; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

10.2. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL WE, OUR AFFILIATES, OR OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE OUR SERVICE OR THE SITE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE SITE OR ANY INFORMATION ABOUT A SWEESTAKES; 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 OUR RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT WE ARE GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL CONTENT, MERCHANDISE OR SERVICES AVAILABLE FROM US AND OUR AFFILIATES.

10.3. IN THE EVENT THAT YOU BREACH YOUR OBLIGATIONS UNDER THIS AGREEMENT, WE SHALL HAVE THE RIGHT TO EXERCISE ALL RIGHTS AND REMEDIES AVAILABLE TO US AT LAW OR IN EQUITY. IN NO EVENT SHALL WE, OUR AFFILIATES, OR OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, BE LIABLE TO YOU FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES IN TORT, CONTRACT OR OTHERWISE INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR CLAIM. LIABILITY OF US, OUR AFFILIATES, OR OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, AND THE LIABILITY OF OUR SUPPLIERS (INCLUDING, WITHOUT LIMITATION, PRIZE SUPPLIERS AND SWEEPSTAKES COMPANIES), TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED DOLLARS ($100).

10.4. NO ACTION ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE YEAR AFTER SUCH CAUSE OF ACTION OCCURS.

10.5. WE SHALL NOT BE RESPONSIBLE FOR ANY ERROR, OMISSION, INTERRUPTION, DELECTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF ENTRIES INTO ANY SWEEPSTAKES. WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR PRIZE OR PRODUCT FULFILLMENT FOR ANY DRAWING, CONTEST, SALE AND/OR OTHER PROMOTION.

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

16.1. Any dispute or claim arising hereunder shall be submitted to binding arbitration in the State of Minnesota, and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, ("AAA"), and the parties expressly waive any right they may otherwise have to cause any such action or preceding to be brought or tried elsewhere. Any such dispute 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 parties hereunder further agree that: (i) any request for arbitration shall be made in writing and must be made within a reasonable time after the claim, dispute or other matter in question has arisen; provided however, that in no event shall the demand for arbitration be made after the date that institution of legal or equitable proceedings based on such claim, dispute, or other matter would be barred by the applicable statues of limitations; (ii) the appointed arbitrator must be a former or retired judge or attorney at law with at least five (5) years experience in the substantive area of this Agreement; (iii) all proceedings involving the parties shall be reported by a certified shorthand reporter and written transcripts of any such proceedings shall be prepared and made available to the parties; and (iv) the decision of the arbitrator or arbitrators must be made within ninety (90) days from the date the arbitration proceedings are initiated.

16.2. Should either party file an action contrary to this provision, the other party may recover reasonable attorneys' fees and costs of not less than one thousand ($1000) dollars and not more than the actual reasonable attorneys fees and costs incurred in defending such an action and subject to written verification, proof and approval by a court of competent jurisdiction with whom the action in question was heard.

Last updated January, 2005