(If you are under the age of 18, you must get your Parent, or Guardian to apply and register you. You cannot agree to this on your own.)

THIS SUBSCRIPTION SERVICES AGREEMENT (the "Agreement") is made by and between PLANETii Inc., its affiliates, and its subsidiaries ("PLANETii") and any party ("you", the "Subscriber") who completes the registration process on any certain day (the "Effective Date") to enter the Services in the restricted portion of the Website. This Agreement shall apply to Subscriber and any child/minor for whom Subscriber purchases the Services.

WHEREAS, PLANETii provides certain services via a website to parents, guardians and their children for educational purposes (the "Services"); and

WHEREAS, Subscriber desires to use the Services upon the terms contained herein.

NOW,THEREFORE, in consideration of the foregoing, the mutual promises set forth in this Agreement and for other good and valuable consideration, the receipt and adequacy of which is acknowledged, the parties hereby agree as follows:

1.        DEFINITIONS

"Application Software" means all software, source code, object code, databases of any kind used by PLANETii to supply the Services.

"Content" means all text, pictures, sound, graphics, video and other data used by PLANETii in connection with providing the Services, as such materials may be modified by PLANETii, at its discretion, from time to time.

"Domain Name" means http://www.planetii.com.

"Website" means the user interface and functionality made available on pages under the Domain Name through which Subscriber shall receive the Services.

"Product" means the Application Software, the Content and the Website, as may be modified by PLANETii at its discretion, from time to time.

"Services" means the services described herein.

"Intellectual Property Rights" means any and all now know or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, "rental" rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).

"Submitted Data" means all data and other information provided to PLANETii via the Website by a Subscriber in connection with the Services.

"Subscriber" means a parent, guardian or a teacher and his/her children or students. Subscriber will receive from PLANETii a User Name and a Password that will permit access to the restricted portion of the Website and use of the Services.

"User Name" means a name assigned by PLANETii to Subscriber in order to enable Subscriber to access the restricted portion of the Website and use the Services.

"Password" means a password assigned by PLANETii to Subscriber, or chosen by the Subscriber, in order to enable Subscriber to access the restricted portion of the Website and use the Services.

"Beta User" means a Subscriber to the Services during the beta test phase of the Website in accordance with the Beta Test Addendum attached to this Agreement.

2.        SERVICES

2.1 Services. Commencing on the Effective Date, PLANETii shall provide the Services during the Term. PLANETii shall provide Subscriber with a User Name and a Password. The Subscriber can modify their own Password. Each subscription includes two accounts, one for the parent or legal guardian and one for the child. In order to access and use the Services, Subscriber shall be requested to provide certain data to PLANETii ("Submitted Data"). All access and use of the Website by Subscriber shall be pursuant to the Terms of Use and Privacy Policy posted thereon, as the same may be modified by PLANETii from time to time.

2.2 Security. Subscriber shall be solely responsible for use of the assigned User Names and Passwords. Subscriber shall prevent unauthorized access to the Website and any databases or other sensitive material generated from or used in conjunction with the Services, and Subscriber shall immediately notify PLANETii of any known security breaches or holes.Subscriber shall not distribute on the Website any data, content, materials and/or information that infringes on the Intellectual Property Rights of any third party or any rights of publicity or privacy.

2.3 Beta Test. Subscriber may elect to serve as a Beta User for specific PLANETii Services designated as Best Test Services, in accordance with the terms set forth in the Beta Test Addendum to this Agreement.

3.        LICENSES

3.1 Data License. Subscriber hereby grants to PLANETii a perpetual, irrevocable, non-exclusive and royalty-free license to use the Submitted Data in order to provide the Services and for internal marketing purposes.All Submitted Data shall be pursuant to the Terms of Use and Privacy Policy posted thereon.

3.2 Product License. PLANETii hereby grants to Subscriber a non-exclusive license during the Subscription Period to use the Product as part of the Services.

3.3 Support. During the Subscription Period, PLANETii shall use reasonable commercial efforts to respond to e-mail inquiries from Subscriber regarding use of the Products and/ or Services.

4.        PAYMENTS

4.1 Cost. Each child account costs HK$1,500/year. Access to the Services provided through the restricted portion of the Website is pursuant to the Term and Termination described herein.

4.2 Additional Child Accounts.A parent may subscribe multiple child accounts, for HK$1,500/year per additional child account.

4.3 Payment Options. Payments can be made using a variety of payment options as described on the Website.There are no additional processing fees to using any of the payment options offered by PLANETii for making payments. PLANETii reserves the right to add and remove options to its current list of payment options.

5.        TERM AND TERMINATION.

5.1 Term. The initial term of this Agreement shall be twelve months from the Effective Date (the "Initial Term").Thereafter, this Agreement shall automatically renew for additional one (1) year terms ("Renewal Terms") unless PLANETii notifies Subscriber in writing no later than 30 days prior to the expiration of the then current Term that it desires to terminate the Agreement (collectively, the Initial Term and any Renewal Terms constitute the "Term").Any decision to renew and/or allow an Agreement to expire is entirely within PLANETii's discretion.

5.2 Termination without Cause. PLANETii may terminate this Agreement without cause at any time on thirty (30) days written notice to Subscriber.

5.3 Effect of Termination. Upon the termination of this Agreement for any reason, Subscriber shall immediately cease to use the Product, the Website and the Services. PLANETii shall have the right to terminate the User Name and Password.

6.        DISCLAIMER OF WARRANTIES.

YOU ACKNOWLEDGE AND AGREE THAT THE PRODUCT AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.NONE OF PLANETii, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE "PLANETii PARTIES") GUARANTEES THE TIMELINESS, ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THE PRODUCTS OR SERVICES, OR THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED, ERROR FREE OR VIRUS FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS WEBSITE AND THE TIMELINESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THE PRODUCTS AND SERVICES IS ASSUMED SOLELY BY SUBSCRIBER. ALL OFTHE PLANETii PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL OF THE PLANETii PARTIES DISCLAIM ANY WARRANTIES WITH RESPECT TO ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS WEBSITE, THE PRODUCTS OR SERVICES.

7.        OWNERSHIP.

As between PLANETii and the Subscriber, PLANETii is the sole and exclusive owner of the Products and Services, and all Intellectual Property Rights therein. Except for the limited license granted in Section 3, the Subscriber acquires no rights therein.

8.        INDEMNITY.

Subscriber shall defend PLANETii against any third party claim, action, suit or proceeding resulting from Subscribers use of the Product or Services, Subscribers acts, omissions or misrepresentations under this Agreement, and/or Subscribers breach of this Agreement. Subscriber shall indemnify PLANETii for all losses, damages, liabilities and all reasonable expenses and costs (including attorneys fees) incurred by PLANETii as a result of any such claim, action, suit or proceeding. PLANETii shall provide Subscriber with reasonable written notice of any claim, action, suit or proceeding for which PLANETii is seeking indemnity, grant control of the defense and settlement to Subscriber, and reasonably cooperate with Subscriber at the Subscribers expense. Notwithstanding the foregoing, Subscriber shall not enter into any settlement that would in any way affect PLANETiis continued use of the Products or the Website and/or continued offering of the Services.

9.        CONFIDENTIAL INFORMATION.

9.1 PLANETiis Confidential Information. Subscriber shall hold all PLANETii Confidential Information in strict confidence and shall not disclose such PLANETii Confidential Information to third parties nor use the PLANETii Confidential information for any purpose other than as necessary to perform under this Agreement. PLANETii Confidential Information includes the Product, the Website, Passwords, User Names, and any other data, information or materials of PLANETii that PLANETii designates as confidential or which Subscriber should reasonably believe to be confidential. Subscriber shall use the same level of care to safeguard PLANETii Confidential Information as it uses to protect its own like data, information and materials, but in no event shall Subscriber use less than reasonable care.

9.2 Non-Confidential Information. The foregoing restrictions on disclosure shall not apply to data, information or materials which (a) becomes, through no act or fault of Subscriber,publicly known, (c) is received by Subscriber from a third party without a restriction on disclosure or use, or (d) independently developed by Subscriber without reference to the PLANETii Confidential Information.

10.        LIMITATION OF LIABILITY.

SUBSCRIBERS FOR DISSATISFACTION WITH THE PRODUCT OR SERVICES IS TO DISCONTINUE USE. SUBSCRIBER AGREES THAT UNDER NO CIRCUMSTANCES WILL THE PLANETii PARTIES BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), ARISING OUT OF OR IN ANY WAY CONNECTED WITH USE OF OR INABILITY TO USE THE PRODUCTS OR SERVICES INCLUDING: LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; ANY FAILURE OF PERFORMANCE, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR COMPUTER VIRUS; OR THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OR USE OF YOUR INFORMATION, EQUIPMENT OR PROPERTY, EVEN IF THE PLANETii PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE EXCLUDED DAMAGES.FURTHER, THE PLANETii PARTIES WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THIS AGREEMENT OR WITH APPLICABLE FEDERAL, STATE AND LOCAL LAWS. THESE LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF:(I) ANY NEGLIGENCE OR GROSS NEGLIGENCE OF ANY PLANETii PARTY OR (II) WHETHER THE LIABILITY SOUNDS IN NEGLIGENCE, STRICT LIABILITY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LEGAL LIABILITY; AND WILL REMAIN IN EFFECT EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF WARRANTIES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER.IN THOSE JURISDICTIONS, THE PLANETii PARTIES LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.IN NO EVENT SHALL THE PLANETii PARTIES AGGREGATE LIABILITY TO SUBSCRIBER EXCEED ONE HUNDRED DOLLARS ($100).

11.        GENERAL PROVISIONS.

11.1 Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of NewYork, United States of America, without giving effect to principles of conflict of laws. Both parties submit to the personal jurisdiction in Massachusetts and further agree that, except for any equitable proceeding commenced by PLANETii in order to preserve the status quo hereunder and/or to protect its Intellectual Property, any cause of action arising under this Agreement must be brought exclusively in any federal or state court located in New York.

11.2 English Version Prevails. In the event of any discrepancy between a foreign language version and the English version of the terms in this Agreement, the English version shall prevail.

11.3 Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision.The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

11.4 Headings. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.

11.5 Assignment and Subcontracting. Neither party may assign or delegate its rights, duties or obligations under this Agreement without the prior written consent of the other party, except that PLANETii may assign this Agreement, or any rights or obligations hereunder, to an affiliate, subsidiary or any entity owned or controlled by Subscriber, or pursuant to merger, consolidation, change of controlor corporate reorganization upon notice to Subscriber.

11.6 Independent Contractors. The parties to this Agreement are independent contractors, and no Subscriber, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.Neither party shall have the power to obligate or bind the other party.

11.7 Notice. Any notices provided pursuant to this Agreement shall be in writing and shall be deemed given (i) if by hand delivery, upon receipt thereof; (ii) if mailed, three (3) days after deposit in the U.S. mails, postage prepaid, certified mail return receipt requested, or (iii) if sent via overnight courier upon receipt.All notices shall be addressed to the parties at the respective addresses indicated herein.

11.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.

11.9 Entire Agreement. This Agreement, including the Exhibits attached hereto, sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement.It may be changed only by a writing signed by both parties.Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.

11.10 Survival. All provisions of this Agreement relating to proprietary rights, confidentiality and non-disclosure, indemnification and limitation of liability shall survive the completion of the Services or any termination of this Agreement.

11.11 No Publicity. Subscriber may not use PLANETiis name, or any trademark, service mark, trade name, logo or other commercial or product designations of PLANETii without the prior written consent of PLANETii in each instance.

12.        Subscriber's Representations and Warranties

You represent and warrant to us that (a) you are at least 18 years old; (b) you have the right, power and authorization necessary to enter into and perform this Subscription Services Agreement; and (c) that you will obtain all necessary consents from the parents or guardians of Students that may be required to comply with Applicable Law, rule or authority for use, collection, transmission and storage of Personal Information on the Internet, and (d) that any payment or credit card information you supply is correct, that your financial institution or credit card company shall honor charges you incur, and you shall in turn pay those charges; and (e) that you shall grant access to the Subscription Services only to Students and others as authorized herein.

13.        BETA VERSION ADDENDUM

ATTENTION- IF THE SERVICES IS IDENTIFIED AS A BETA VERSION, USE OF THE BETA VERSION OF THE SERVICES IS GOVERNED BY THE TERMS AND CONDITIONS OF THE SUBSCRIPTION SERVICES AGREEMENT AS MODIFIED BY THE TERMS AND CONDITIONS OF THIS BETA VERSION ADDENDUM. IN THE EVENT THAT YOU ARE OR BECOME AN AUTHORIZED PLANETii BETA TESTER AND ARE AUTHORIZED TO TEST A BETA VERSION OF THE SERVICES THAT HAS NOT BEEN MADE PUBLICLY AVAILABLE BY PLANETii, USE OF THE BETA VERSION OF THE SERVICES SHALL ALSO BE GOVERNED BY THE TERMS AND CONDITIONS OF SUCH OTHER AGREEMENTS ENTERED INTO BETWEEN PLANETii AND YOU AS PLANETii MAY REQUIRE OF ANYONE WHO WISHES TO BECOME A PLANETii BETA TESTER, INCLUDING, WITHOUT LIMITATION, PLANETii'S CONFLICT OF INTEREST AGREEMENT AND PLANETii BETA TESTING AGREEMENTS. By registering for the Services during the Beta Test phase for the Website, you have agreed to participate in the Beta Test of the Services and have executed the Subscription Services Agreement. Unless otherwise stated herein, all defined terms shall have the meanings assigned in the Agreement.

13.1 Subscriber acknowledges that the Beta Version is a pre-release version, does not represent final product from PLANETii, and may contain bugs, errors, and other problems that could cause system or other failures, including data loss. Consequently, THE BETA VERSION IS PROVIDED TO SUBSCRIBER "AS-IS", AND PLANETii DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS, OF ANY NATURE OR KIND WHATSOEVER, TO SUBSCRIBER. SUBSCRIBER BEARS THE SOLE RISK OF ANY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER ARISING OUT OF OR ATTRIBUTABLE IN ANY MANNER WHATSOEVER TO ANY USE OF THE BETA VERSION.

13.2 Subscriber may not use PLANETiis name, or any trademark, service mark, trade name, logo or other commercial or product designations of PLANETii without the prior written consent of PLANETii in each instance.

13.3 PLANETii reserves the right to discontinue Subscribers participation in the Services if Subscriber violates any of the terms of the Subscription Service Agreement or this Beta Test Addendum.

13.4 PLANETii appreciates Subscribers efforts to assist in providing feedback during the Beta Test Period, and looks forward to having Subscribers subscription continue upon expiration of the Beta Test Period. Unless Subscriber advises PLANETii of its intention to terminate this relationship prior to expiration of the Beta Test Period, the Subscribers subscription shall continue in accordance with the Subscription Services Agreement.

13.5 In the event of a conflict between the terms and conditions of this Addendum and the Subscription Services Agreement, the Addendum shall govern.

I do hereby further certify that I have reviewed the Subscription Agreements (Subscription Services Agreement and Beta Version Addendum being collectively referred to as the "Subscription Agreements") and I agree to be bound by the terms and conditions of each such Subscription Agreement.