ISP SUBSCRIBER TERMS AND CONDITIONS AGREEMENT

Thunderbolt Computing, Inc ("TC") provides Internet access ("Service"), subject to the terms and conditions of this member agreement ("Agreement"). This Agreement constitutes the entire agreement between you as an authorized, subscribing user of the Service ("you" or "Subscriber"), and TC. By using the Service, you confirm your acceptance of, and agree to be bound by, this Agreement. You also agree to our Acceptable Use policy found at http://www.thunderboltcomputing.com/policies/acceptableuse.php.

1. Privacy Policy and Use of Subscriber Information.

1.1 TC respects the privacy of its subscribers. The name, address and payment information that you provided when you subscribed to the Service, together with any other information you provide to TC and information regarding the manner in which you use the Service and/or the Internet, will not be processed or disclosed by TC except where permitted by this Agreement or as required or allowed by applicable law or legal process.

1.2 By becoming a Subscriber, you agree that TC may share with other parties both aggregate information and limited individual information gathered during your use of the Service and/or Internet. "Aggregate information" is information that describes the habits, usage patterns and/or demographics of Subscribers as a group but does not indicate the identity of particular Subscribers. "Individual information" is information about a Subscriber presented in a form distinguishable from information relating to other Subscribers but not in a form that enables the recipient to personally identify any Subscriber. You also agree that locator information about you may be gathered, processed or used as provided in Section 1.3. "Locator information" consists of a Subscriber's name, email address, physical address, and/or other data that enables the recipient to personally identify the Subscriber.

1.3 You agree that locator information for you may be gathered, processed or used for the billing and collection of charges due pursuant to this Agreement, and as is necessary for its enforcement of any of the terms of this Agreement.

1.4 Locator information and individual information will be processed and stored by TC in the United States. You may contact TC as provided in the Notice section below to determine whether such information has been accurately recorded and, if not, to request correction of any inaccuracies in the information recorded by TC.

1.5 In addition, TC may, in its complete and sole discretion, review uploaded files to TC servers and remove or restrict access to such files if deemed necessary. TC will not review the contents of email except as required or allowed by applicable law or legal process.

1.6 In order to protect the privacy of your locator information, TC maintains the subscriber account information in a secured database.

1.7 A TC site may place a text file called a "cookie" in the browser files of your computer. Cookies are pieces of information that a website transfers to an individual's hard disk for record keeping purposes. The cookie itself does not contain locator information although it will enable the site to relate your use of the site to information that you have specifically and knowingly provided to the site.

1.8 Although you may possibly be able to change, modify, or add to certain of your locator information online, TC does not make an online request of your password, credit card, or debit card numbers or other locator information. TC encourages you to use caution when giving out any personally identifiable information about yourself or your children online, no matter how legitimate it may seem. TC encourages all parents to instruct their children in the safe and responsible use of their locator information while using the Service and the Internet. Information sent over the Internet cannot be tracked or retrieved by the Service.

1.9 If at any time you believe TC has not adhered to these policies concerning privacy and use of Subscriber information or if you have questions about these policies, please notify us as provided in the Notice provisions below and we will use all commercially reasonable efforts to promptly determine and correct the problem.

2. Service Usage.

2.1 You may send and receive electronic mail ("email"), access the Internet, download and upload files, and otherwise use the Service as permitted by this Agreement, TC's policies and applicable law. TC policies relating to online conduct, storage and deletion of email and uploaded files, postings to discussions/forums and other matters are available online and it shall be your responsibility to adhere to these policies. TC reserves the right in its sole discretion to change the Service's policies at any time. Files uploaded to TC hosted discussions/forums may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitation if you download them.

2.2 You are responsible for your communications via, and your use of, Service. You may not, under any circumstances, do any of the following: (a) use simultaneous, unattended or continuous connections to the Service with one account; (b) publish, post, distribute or disseminate defamatory, infringing, obscene or other unlawfully material or information via the Service; (c) use the Service to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (d) intercept or attempt to intercept email or other private communications not intended for you; (e) send email to subscribers or other Internet users for any purpose other than personal communications, including to unsolicitedly advertise or offer to sell goods or services to other Subscribers, use as mass distribution medium to communicate a generally unsolicited message, or use your email account in the text of these messages as an address of where subscribers or other Internet users need to respond (except as otherwise expressly permitted by TC); (f) send unsolicited email messages through third-party mail servers in order to relay your email or hide the origination of this email to others; (g) upload files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights thereto or have received all necessary consents; (h) upload files that contain a virus or corrupted data; (i) delete any author attributions, legal notices or proprietary designations or labels in a file that you upload; (j) falsify the source or origin of software or other material contained in a file that you upload; (k) use the Service in a manner that adversely affects the availability of its resources to other Subscribers; (l) falsely purport to be a TC employee or agent; (m) cause repeated disruptive incidents; (n) act, or fail to act, in your use of the Service, in a manner that is contrary to applicable law or regulation.

2.3 You agree to: (a) maintain all equipment required for your access to and use of the Service; (b) maintain the security of your Subscriber identification, password and other confidential information relating to your TC account; and (c) be responsible for all charges resulting from use of your TC account, including unauthorized use prior to your notifying TC of such use and taking steps to prevent its further occurrence by changing your password.

2.4 Either you or TC may terminate your Service at any time, with or without cause, upon notice. TC also reserves the right to terminate or suspend your Service subscription without prior notice, but TC will confirm such termination or suspension by subsequent notice.

3. Operation.

TC reserves complete and sole discretion with respect to the operation of the Service. TC may, among other things: (a) delete email if it has not been accessed by Subscriber within the time established by Service's policies (30 days unless specifically stated elsewhere); (b) subject to Section 1, make available to third parties information relating to the Service and Subscribers; and (c) withdraw, suspend or discontinue any functionality of feature of the Service. TC will not review or monitor the contents of email except as required or allowed by applicable law or legal process.

4. Member Representations.

You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into this Agreement and to use the Service in accordance with this Agreement. You agree to be financially responsible for your use of the Service (as well as for the use of your account by others, including minors living with you) and to comply with your responsibilities and obligations as stated in this Agreement.

5. No Warranties and Limitation of Liability.

5.1 THE SERVICE AND ALL TC SOFTWARE AND SERVICES ARE PROVIDED "AS IS", AND TC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO YOU REGARDING THE USABILITY, CONDITION OR OPERATION THEREOF.  TC DOES NOT WARRANT THAT ACCESS TO OR USE OF SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT TC OR TC SOFTWARE OR SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. TC EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY.

5.2 YOUR USE OF THE SERVICE AND ALL TC SOFTWARE AND SERVICES IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES OR OTHER MATERIAL OBTAINED THROUGH THE SERVICE. YOU AGREE THAT TC AND PROVIDERS OF TELECOMMUNICATIONS AND NETWORK SERVICES FOR THE SERVICE WILL NOT BE LIABLE FOR DAMAGES (INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICE OR ANY TC SOFTWARE OR SERVICES, OR THE ACTIONS OR INACTIONS OF TC. YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF TC HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. TC'S LIABILITY TO YOU FOR BREACH OF THIS AGREEMENT IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS AND USE OF THE SERVICE, EXCLUSIVE OF PAYMENTS RELATING TO OTHER GOODS AND SERVICES PURCHASED FROM TC. YOU HEREBY RELEASE TC FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES OR CONDITIONS TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.

6. Charges.

6.1 You agree to pay all charges (including long distance charges, if applicable) for your use of the Service at the prices then in effect. All Service charges will be exclusive of sales or other taxes. Service subscription fees will be subject to sales or other taxes as appropriate. TC reserves the right to change prices or institute new charges for access to or use of the Service at any time upon not less than thirty (30) days notice to Subscribers. All changes will be posted online, and you are responsible for reviewing pricing information posted regularly to obtain timely notice of such changes. Continued use of the Service or non-termination of your Subscription after changes are posted constitutes your acceptance of the prices as modified by the posted changes.

6.2 It is possible the number you use to connect to the Service may be a long distance telephone number and may result in long distance charges billed to you by a third party. You agree to pay any charges you incur by using a long distance telephone number to connect to the Service, including those that may be billed to you by a third party.

6.3 You also agree to pay any additional charges that you incur if you access the Service or the Internet thru a Service telephone number in a country that is outside of the United States ("Roaming Rates").

6.4 You must pay all taxes due as a result of your use of the Service. Sales and other applicable taxes charged will be included in the total charges listed on your statement of Service charges, as described in Section 7.1.

6.5 Charges are to be paid on a monthly, quarterly, semi-annual or annual basis in the currency in which billed. If the payment method for your Service account is by credit card or debit card and payment is not received by TC from the card issuer or its agents, you agree to pay all amounts due upon demand by TC. Each time you use the Service, you agree and reaffirm that TC is authorized to charge your designated card. Your card issuer's agreement governs your use of your designated card in connection with the Service, and you must refer to such agreement (not this Agreement) with respect to your rights and liabilities as a cardholder. You agree that TC may (at its option) accumulate charges incurred during your billing cycle and submit them as one or more aggregate charges during or at the end of each cycle, and that TC may delay obtaining authorization from your card issuer until submission of the accumulated charge(s). This means that accumulated charges may appear on the statement you receive from your card issuer. You agree that if you want to see the components of accumulated charges, you will review your Service statement supplied by TC, as described in Section 7.1.

6.6 You must promptly notify TC of changes to: (a) the account number or expiration date of your designated card; (b) your billing address; and (c) the name of any other person whom you have authorized to use your Service account. You must also promptly notify TC if your card is canceled (e.g. for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your Subscriber identification, user name, or password.

6.7 YOU WILL INCUR ADDITONAL CHARGES IF YOUR USAGE OF THE SERVICE EXCEEDS THE NUMBER OF HOURS COVERED BY YOUR APPLICABLE SUBSCRIBER ACCESS PLAN. YOU MAY ALSO INCUR CHARGES LEVIED BY YOUR LOCAL OR LONG DISTANCE TELEPHONE COMPANY TO ACCESS THE SERVICE. IF TC UPGRADES THE SOFTWARE USED FOR SUBSCRIBER ACCESS TO THE SERVICE (OR ANY PARTICULAR FEATURE OF THE SERVICE), YOU WILL BE RESPONSIBLE FOR ALL RESULTING CONNECT TIME CHARGES IN EXCESS OF THE TIME COVERED BY YOUR APPLICABLE SUBSCRIBER ACCESS PLAN TO PERFORM THE NECESSARY DOWNLOAD FOR THE UPGRADE.

As of April, 16^th, 2004 TC will only be offering two (2) pricing plans for Internet access, an unmetered ("unlimited"***) plan and a 10 hour plan. Subscribers who signed up prior to that date will have the option of remaining on their existing plan or switching to one of the new plans. A Subscriber remaining on their prior plan will be limited to the number of hours for their particular access plan at the time of selecting that plan. Any usage in excess of the allowed time limit will incur an additional charge of $0.25/hour for each hour of additional access time used. Subscribers who signed up prior to April 4^th, 2003 are all limited to a monthly usage of 150 hours per month unless they have elected to switch to a newer plan. Subscribers prior to April 16^th will remain on their existing price plan unless notice is sent to TC stating an election to convert to new plan. Upon this election to switch plans, Subscriber is then bound to the usage limit associated with the newly chosen plan.

*** Please be aware of the meaning of the term "unlimited". Its use means unmetered use while you are actively using your computer, and is not meant to allow unrestricted dedicated access where special programs or tools are used to keep the connection active when it should otherwise disconnect due to inactivity.  This would also include your email client checking email automatically often enough to prevent your connection from timing out and disconnecting (or causing you computer to automatically redial) while you are not using your computer.  None of our standard plans allow "dedicated" dialup connection as the access ports are a shared resource between all users. Any attempt to remain connected continually may cause temporary account suspension and a possible account reactivation fee of $10 if the incident is deemed deliberate by TC staff. The decision on whether an incident is deliberate will be judged based on factors including but not limited to prior occurrences, type of occurrence, method used to maintain connection. The final decision will be solely up to TC staff.

6.8 You agree to pay all costs incurred in the collection of any delinquent fees due under this Agreement or the enforcement of this Agreement, including attorney fees.

7. Statements and Payment.

7.1 TC will provide you with a statement of charges on your Service account as and when such charges are incurred and/or paid: however, and failure of TC to provide you a statement does not affect your responsibility to pay any incurred charges. Unless you notify TC of any discrepancies or irregularities within sixty (60) days after they first appear on your account statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card issuer. YOU RELEASE TC FROM ANY AND ALL LIABILITY AND CLAIMS OF LOSS RESULTING FROM ANY ERROR OR DISCREPANCY THAT IS NOT REPORTED TO TC WITHIN SIXTY (60) DAYS OF ITS PUBLICATION DATE.

7.2 TC reserves the right to suspend or terminate your Service subscription without notice upon rejection of any card charges or if the card issuer (or its agent or affiliate) seeks return of payments previously made to TC when TC in good faith believes you are liable for the charge. Such rights are in addition to and not in lieu of any other legal rights or remedies available to TC. The amount due TC must be paid in full by your card issuer within (30) days of the billing date; you are not entitled to carry-over a balance with TC (although you might be entitled to do so with your card issuer). You agree to pay a late charge to TC on all amounts due but not timely paid. The late charge will be one and one-half percent (1 ½% per month) (which equals eighteen percent (18%) per annum) on the total amount due but not paid; but if such rate is in excess of any allowable rate, the late charge will be the maximum rate allowed by law. The late charge will be imposed until all of the overdue amounts are paid, but no late charge will be charged on other late charges. TC reserves the right to refer your Service account to a third party for collection in the event of default.

8. Assignment; Household Use; Minors.

Your Service subscription is personal. Subject only to this Section 8, you agree not to assign, transfer or sublicense your rights as a Subscriber. You may allow other members of your household to use your Service account, provided that you hereby agree to pay all charges that they incur and to be responsible for all other aspects of their usage including any telecommunication charges for connecting to the Service. You acknowledge that you are aware that some areas of the Internet may contain material that is unsuitable for minors, and you agree to supervise usage by minors whom you permit to use your Service account.

9. Indemnification.

You agree to indemnify TC from and against any and all liabilities, expenses (including attorneys' fees) and damages arising out of claims based upon use of your Service account, including any claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other Subscribers and infringement of intellectual property or other rights. TC will notify you promptly of any claim for which TC seeks indemnification and you will afford the opportunity to participate in the defense of such claim, provided that your participation will not be conducted in a manner prejudicial to TC's interests, as reasonably determined by TC.

10. Notices; Consent.

Notices given by TC to you will be given by email via the Service, or by a general posting on the Service website, or by conventional mail. In any manner requiring TC's prior consent, such consent will be considered given only if made in the foregoing manner by an authorized representative of TC. Notices given by you to TC must be given by email via the Service and addressed as set forth in TC's Customer Services area, or by conventional mail. Notices to TC by conventional mail must be sent to Thunderbolt Computing, Attention: Customer Service, 1301 - 120th Avenue NE, Bellevue, WA 98005.

11. Effective Date; Changes to Terms.

This Agreement takes effect on the date on which you first use the Service and continues until your Service subscription is terminated either by you or TC. TC RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AT ANY TIME BY POSTING CHANGES ONLINE AT http://www.thunderboltcomputing.com/policies/ispagreement.php. YOU ARE RESPONSIBLE FOR REVIEWING REAGULARLY INFORMATION POSTED ONLINE IN THE MEMBER AREA TO OBTAIN TIMELY NOTICE OF SUCH CHANGES. YOUR NON-TERMINATION OR CONTINUED USE OF THE SERVICE AFTER CHANGES ARE POSTED CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AS MODIFIED BY THE POSTED CHANGES.

12. General.

12.1 Except where prohibited by applicable law, this Agreement is governed by the laws of the State of Washington, USA, and you consent to the exclusive jurisdiction and venue of courts in King County, Washington in all disputes arising out of or relating to your use of the Service or your Service subscription.

12.2 You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and TC, as a result of your use of the Service or your Service subscription. You agree not to hold yourself out as a representative, agent or employee of TC, and that TC will not be liable by reason of any representation, act or omission to act by you.

12.3 TC's performance under this Agreement is subject at all times to existing laws and legal process and nothing contained in this Agreement is in derogation of TC's right to comply with law enforcement requests or requirements relating to a Subscriber's use of the Service or information provided to or gathered by TC with respect to such use.

12.4 This Agreement constitutes the entire agreement between TC and you with respect to your use of the Service and your Service subscription, and it supersedes all prior or contemporaneous communications and proposals, whether oral or written, between TC and you with respect thereto.

12.5 It is at the express wish of the parties that this agreement and all related documents have been drawn up in English.