1. Acceptance of Terms

   Big Planet, Inc. ("BP" or "we", "us", "our") provides access to the BP web site, located at www.bigplanet.com, www.bigplanetusa.com and www.bpmallusa.com/ (the "Site") subject to your acceptance of this Big Planet Web Site User Agreement ("Agreement"). BP may update this Agreement from time to time without prior notice to you. We encourage you to review this Agreement periodically for any updates or changes.

   By accessing, browsing, framing, using and/or linking to the Site, you become a User (defined herein in Section 2) and agree to be bound by the terms of this Agreement. This Agreement was last revised on January 27, 2004. When using a particular feature of the Site, you may also be subject to any posted guidelines, rules, terms of service, acceptable use policies, privacy policies, or other contractual provision as noted. In the event of a conflict between any other agreement, rule, policies, or terms of service and this Agreement, the provisions of this Agreement shall govern. If you have any questions about this User Agreement please contact BP by e-mail at privacy@bigplanet.com before using the Site.

2. Types of Users

   Any person accessing, browsing, or otherwise using the Site, either manually or via an automated device or program, shall be deemed a "User" under this Agreement.

3. Privacy

   You agree that you have read and understand the terms of BP's Privacy Policy, which can be accessed at (www.bigplanet.com/privacy.shtml) and is incorporated by reference into this Agreement as if fully set forth herein.

4. Use of the Site

   You understand that BP cannot and does not guarantee or warrant that files available for downloading from the Site will be free of infection or viruses, worms, Trojan horses, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

5. System Integrity

   You may not use any device, software or routine to interfere with the proper working of the Site. You may not take any action that imposes an unreasonable burden upon the infrastructure used to support the efficient operation of the Site including but not limited to unsolicited e-mail (i.e. "Spam").

6. RISK; INTERNET USE

   YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT ANY UPLOADS OR TRANSMISSIONS YOU MAKE MAY BE INTERCEPTED AND USED BY AN UNAUTHORIZED THIRD PARTY AND THAT ALL OF THE RISK ASSOCIATED THEREWITH IS SOLELY YOURS.

7. NO WARRANTIES

   BP DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SITE, THE SITE CONTENT, ANY MERCHANDISE OR SERVICES PROVIDED THROUGH THE SITE OR ON THE INTERNET GENERALLY, UNLESS SPECIFICALLY STATED ON THE SITE FOR A PARTICULAR PRODUCT OR SERVICE AND BP SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. SOME STATES MAY NOT PERMIT THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.

   BP DOES NOT WARRANT THAT THE SITE OR SERVICES WILL MEET USER REQUIREMENTS, OR THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THE SITE AND THE CONTENT AND SERVICES MADE AVAILABLE ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

8. System Outages

   BP periodically schedules system downtime for maintenance and other purposes. Unplanned system outages also may occur. BP shall have no liability whatsoever for the resulting unavailability of the Site or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, misdelivery, nondelivery of information caused by such system outages, or any third party acts or any other outages of web host providers or the Internet infrastructure and network external to the Site.

9. Indemnification

   You agree to indemnify, defend and hold BP and its parent company, affiliates, subsidiaries officers, directors, employees and agents harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including actual attorneys' fees) resulting from (i) your use, misuse or abuse of the Site, (ii) your use or purchase of services or goods provided through the Site, or (iii) your breach of any provision of this Agreement. You will cooperate as fully as reasonably required in BP's defense of any claim. BP reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of BP.

10. Intellectual Property

    The contents of the Site, such as text, graphics, logos, audio clips, video, photographs, software, and other information (the "Content") is the property of BP and/or its affiliates or partners, and is protected by federal and international copyright and trademark laws, or other proprietary rights. These rights are protected in all forms, media and technologies existing now or hereinafter developed. You may print and download portions of material from the different areas of the Site solely for your personal non-commercial use or your non-commercial use within your organization or as otherwise permitted. No portion of the Content may be reprinted, republished, modified, or distributed in any form without the express written permission of BP. You may not, and this Agreement does not give you permission to, reproduce, reverse engineer, decompile, disassemble, modify, transmit, sell, distribute, license or create derivative works with respect to the Site. Certain content may be licensed from third parties and all such third party content and all intellectual property rights related to the content belong to the respective third parties. You may not remove, alter or modify any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Site or the Content. Any rights not expressly granted by this Agreement or any applicable end-user license agreements are reserved by BP.

    Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent or trademark of BP or any third party. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or rights under any BP copyright.

11. Limitation of Liability

    UNDER NO CIRCUMSTANCES SHALL BP OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE SITE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES) THAT RESULT FROM (I) THE USE OF OR INABILITY TO USE THE SITE (II) THE COST OF PROCUREMENT OF SUBSTITUTE MERCHANDISE OR SERVICES RESULTING FROM ANY MERCHANDISE, DATA, CONTENT OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (V) ANY OTHER MATTER RELATING TO THE SITE. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE SITE. IN NO EVENT SHALL BP'S TOTAL CUMMULATIVE LIABILITY UNDER THESE TERMS EXCEED THE LESSER AMOUNT OF ANY FEES PAID, IF ANY TO BP FOR THE USE OF THE SITE BY YOU, OR $50. BECAUSE SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE LEAST AMOUNT PERMITTED BY LAW. THE LIMITATIONS OF LIABILITY PROVIDED IN THIS AGREEMENT INURE TO THE BENEFIT OF BP, OUR PARENT COMPANY, AFFILIATES, SUBSIDIARIES, AND TO ALL OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS.

12. Your Account Obligations

    In consideration of your use of the Site you agree to: (i) provide true, accurate, and current and complete information about yourself or your organization as prompted by the Site (the "Registration Information"); and (ii) maintain and update the Registration Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and decline to permit your continued use of the Site and future access to the Site.

    You are responsible for maintaining the confidentiality of your password and account number, and are fully responsible for all activities that occur under your account number and password. You agree that your password may be used to attribute an electronic record and electronic signature to you. Therefore, you shall not disclose your passwords or account identification information to third parties. You agree to immediately notify us of any unauthorized use of your password or any other breach of security. BP shall not, in any manner, be responsible or liable for fraudulent purchases that are made using your compromised password.

13. Product Pricing

    In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information, BP shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. BP shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and the User's credit card charged. If your credit card has already been charged for the purchase and your order is canceled, BP shall immediately issue a credit to your credit card account in the amount of the charge.

14. No Endorsement of Content and Links to Other Web Sites

    Any links to other sites are provided as merely a convenience to the Users of this Site. This Site may provide links or references to other sites but BP has not reviewed all of these other sites, has no responsibility for the content of such other sites and shall not be liable for any damages or injury arising from any such content. BP does not endorse or make any representations about these sites, or any information or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of these other sites linked to this Site, you do so entirely at your own risk.

15. Linking and Framing the Site

    Unless a User has a written agreement in effect with BP that states otherwise, a User may only provide a hyperlink to the Site on another web site if the User complies with all of the following: (a) the link must be a text-only link clearly marked "BigPlanet" or "www.bigplanet.com", "www.bigplanetusa.com" or "www.bpstore.com"; (b) the link must "point" to the URL http://www.bigplanet.com, http://www.bigplanetusa.com or http://www.bpmallusa.com/ and not to other pages within the Site; (c) the link, when activated by a User, must display the Site full-screen and not within a "frame" on the linking web site; and (d) the appearance, position and other aspects of the link must not be such as to damage or dilute the goodwill associated with the BP name and trademarks or create the false appearance BP is associated with, or a sponsor of, the linking web site. By providing this consent, BP is not foregoing its ownership or rights in any trademarks, copyrights, patents or any other forms of intellectual property associated with the Site. BP reserves the right to revoke its consent to any link at any time in its sole discretion.

16. Governing Law

    This Agreement and access to the Site shall be governed by and construed in accordance with the law of the state of Utah, exclusive of its choice of law rules and matters affecting copyrights, trademarks and patents under U.S. federal law.

17. Choice of Forum

    You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the state of Utah and of the United States of America located in Utah for any litigation arising out of or relating to use of the Site or purchases of services made through the Site (and agree not to commence any litigation relating thereto except in such courts). You hereby irrevocably and unconditionally waive any objection to the laying of venue of any such litigation in the courts of the state of Utah and agree not to plead or claim in any court in the state of Utah that such litigation brought therein has been brought in an inconvenient forum.

18. International Users

    BP makes no claims that the Content is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal in certain countries or for certain persons. If you access the Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction, notwithstanding sections 16 and 17 above.

19. User Feedback

    Should any User respond to BP with information including feedback, such as questions, requests, opinions, comments, suggestions, or the like regarding the content of any BP document, the Site, or BP services, such information shall be deemed to be non confidential and BP shall have no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose and distribute the information to others without limitation. BP shall be free to use any ideas, concepts, know how or techniques contained in such information for any purpose whatsoever including but not limited to developing, manufacturing and marketing products incorporating such information.

20. Acceptable and Lawful Use of the Site

    Any information provided to BP in connection with use of the Site: (a) shall not be false, inaccurate or misleading; (b) shall not be obscene or indecent; (c) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (d) shall not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (e) shall not be defamatory, libelous, unlawfully threatening or harassing; and (f) shall not create liability for BP or cause us to lose the services of our Internet service providers or other suppliers.

    The sender of any communications to this Site or otherwise to BP shall be responsible for the content and information contained therein, including its truthfulness and accuracy. This Site is provided as a service to its visitors. BP reserves the right to delete, modify or supplement the Content of this Site at any time for any reason without notification to anyone.

21. Severability

    In the event that one or more portions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforcability shall not affect any other provision contained in this Agreement.

22. Headings

    The headings used throughout this Agreement are solely for the convenience of reference and are not to be used as an aid in the interpretation of this Agreement.

23. No Waiver

    Any delay or failure by you or BP, at any time or times, to require performance of any provision hereof shall in no manner affect your or BP's right at a later time to enforce such provision. No delay or failure of you or BP in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder.

24. Entire Agreement, Updates and Modifications

    This Agreement and any documents expressly incorporated by reference constitute the entire agreement between BP and you pertaining to the subject matter hereof. In its sole discretion, BP may unilaterally amend or modify this Agreement or any other documents referenced herein at any time by posting on the Site. Any amended or modified terms will be effective upon posting. Continued use of the Site constitutes acceptance of any modified terms and conditions. If you have any questions about this Agreement, contact us at privacy@bigplanet.com.

25. Assignment

    You may not assign your rights or delegate your responsibilities hereunder without the express written permission of BP, except pursuant to the sale of your business, or all or substantially all of its assets. BP may, at any time, assign its rights or delegate its obligations hereunder without notice to you.

26. Third Party Beneficiary Rights

    No person not a party to this Agreement is intended to be a beneficiary of this Agreement, and no person not a party to this Agreement shall have any right to enforce any term of this Agreement.

27. Termination

    BP may immediately issue a warning, suspend or terminate your access to the Site or for breach of this Agreement (or any other agreement or policy incorporated by reference herein), or if we are unable to verify or authenticate any information you provide to us, or for any other reason in our discretion. You may terminate your account by contacting us at 1-800-487-1000.

28. Policy Regarding Copyright Infringement and Designation of a Copyright Agent

    BP's policy regarding copyright infringement and BP's designated agent for receipt of copyright infringement claims pursuant to the Digital Millennium Copyright Act (17 USC § 512) is set forth below:

    BIG PLANET COPYRIGHT NOTICE

    Big Planet, Inc. and its affiliates and subsidiaries ("Big Planet") respect the intellectual property rights of others and requires those who visit our Site to do the same. Big Planet may, in appropriate circumstances and at its discretion, remove or disable access to material on its Site that infringes upon the copyright rights of others. Big Planet also may, at its discretion, remove or disable links or references to an online location that contains infringing material or infringing activity.

    If you believe that your work has been used on our Site in any manner that constitutes copyright infringement, please notify Big Planet's copyright agent by written notice. The notice should include the following information:

    • An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;
    • A description of the copyrighted work you claim has been infringed, including a copy of the copyrighted work or the web page address where the copyrighted work may be found;
    • Identification of the location on our Site of the material you claim has been infringed, or the link or reference to another web site that contains the material you claim has been infringed;
    • Your name, address, telephone number and email address;
    • A statement by you that you have a good faith belief that the disputed use of the material at issue is not authorized by the copyright owner, the agent of the copyright owner or the law; and
    • A statement by you, under penalty of perjury, that the information in this notification is accurate and that you are the copyright owner of the material allegedly infringed or authorized to act on the copyright owner's behalf.

    Big Planet's copyright agent for notice of claims of copyright infringement on this Site is Larry Bianucci, Esquire, who can be reached as follows:

By mail:	Big Planet, Inc. 75 West Center Street Provo, UT 84601
By email:	lrbianuc@nuskin.com
By telephone:	(801) 345-3800
By facsimile:	(801) 345-3899

Copyright © 2004 Big Planet, Inc. All Rights Reserved.

1. Overview

   Big Planet and its parent, affiliates and subsidiaries ("Big Planet") are aware of and responsive to your concerns regarding how information about you is collected, used and shared when you visit bigplanet.com ("Web Site"). Big Planet is committed to protecting the privacy of consumers of Big Planet's products and services. This notice describes the privacy policy applicable to our Web Site ("Privacy Policy"). Although the Privacy Policy is discussed in more detail below, it is important to note:

   1. The personally identifiable information that you provide is considered confidential and except as otherwise explained below in Paragraph C, such information will not be provided to others.

   2. Big Planet employs the technology of Verisign, as evidenced by the Verisign Secure Site Seal on the Web Site. This means that all information sent to the Web Site, if in a Secure Sockets Layer ("SSL") session with Big Planet, is encrypted, protecting such information against disclosure to third parties as further explained below in Paragraph E.

   Please note that this policy applies only to Big Planet's Web Site and not to the web sites of other companies or organizations to which Big Planet may provide links as further explained below in Paragraph H. By visiting, accessing, browsing or using the Web Site you agree to the practices described in the Privacy Policy.

2. The Information Big Planet Collects

   Information gathered online may be referred to as either anonymous or personally identifiable information. Anonymous information refers to web site usage information that cannot be traced back to a specific individual, e.g., the total number of visitors to our Web Site ("General Information"). Personally identifiable information refers to specific information about a customer, e.g., name, address, e-mail address, telephone number and credit card information. ("Personal Information"). Please note that it is your choice to share Personal Information via the Web Site. Consider only sharing Personal Information with Big Planet if you agree to our Privacy Policy.

   1. General Information

      Big Planet may collect certain General Information automatically, including "site usage" information from all visitors to the Web Site. Such data is used only in the aggregate. General Information helps Big Planet determine general usage patterns and modify the Web Site in order to improve your experience. This type of General Information may be shared with third parties any time.

      Big Planet may, at times, use a technology nicknamed "cookies" that tells Big Planet how and when pages in our Web Site are visited, and by how many people. Big Planet cookies do not collect Personal Information and we do not combine information collected through cookies with other Personal Information to tell us who you are or even what your e-mail address is. We may also provide statistical General Information to our Big Planet affiliates as to how our customers use our Web Site. The Web Site may include content from other parties that may perform user activity tracking other than that described herein. In particular, some of our third party vendors may use "cookies" in ways that we do not.

   2. Personal Information

      There are times when Big Planet may specifically ask for information about you when you sign up to use a service or when you order a product. Big Planet may need certain Personal Information - such as name, Internet address, billing address, type of computer, or credit card number -in order to provide that service or product to you. We may also use that Personal Information to let you know of additional products and services about which you might be interested unless you choose not to receive such information.

3. Use and Disclosure of Information

   1. How Big Planet Uses the Information

      You acknowledge and agree that Big Planet has the right to use Personal Information and General Information and any other information (collectively "Information") that Big Planet collects from or about you through its Web Site. Except as otherwise explained herein, unless Big Planet has your consent, or is required (or permitted) by law, Big Planet will not share your Information with any unaffiliated entity.

   2. Who Big Planet Shares Your Information With

      Notwithstanding the above, Big Planet may disclose Information to (i) a Big Planet affiliate; (ii) a third party in the event that Big Planet sells all or part of its assets to such third party or merges with or is acquired by the third party; or (iii) a third party vendor if necessary to provide you with a product or service that you have requested. Big Planet may also disclose Information about you to others if we have a good faith belief that we are required to do so by law or legal process, to respond to claims, or to protect the rights, property or safety of Big Planet or others.

4. Children

   Big Planet does not sell products and services for purchase by children. We sell children's products for purchase by adults. If you are under 18, you may use the Web Site only with involvement of a parent or guardian. In response to concerns about protecting children's privacy online, Congress enacted the Children's Online Privacy Protection Act of 1998 ("COPPA"). COPPA sets forth rules and procedures governing the ways in which web sites may collect, use and disclose any personal information regarding children under the age of 13. Therefore, in accordance with this Privacy Policy and COPPA regulations, Big Planet does not:

   (1) Request or knowingly collect Personal Information from persons under 13 years of age ("Children");
   (2) Knowingly use or share Personal Information from persons under 13 years of age with third parties;
   (3) Give Children the ability to publicly post or otherwise distribute Personal Information; and
   (4) Entice Children with the prospect of a special game, prize or other activity to divulge Personal Information.

   Big Planet does not knowingly collect information about Children and believes that children should get their parents' consent before giving out any personally identifiable information. We encourage you to participate in your child's experience on the Internet and to review important safety tips with each child before he or she explores the Internet.

5. Security Procedures

   Big Planet operates secure data networks protected by industry standard firewall and password protection systems. Big Planet also uses Secure Sockets Layer ("SSL") software to protect your information during transmission. Only authorized individuals of Big Planet, who must access said information in order to provide Big Planet's products, services and customer service to you, may access the Personal Information. Big Planet makes no representations or warranties with regard to the sufficiency of these security measures. Big Planet shall not be responsible for any actual or consequential damages that result from a lapse in compliance with this Privacy Policy as a result of a security breach or a technical malfunction. It is important that you protect your user name and password and not share them with others. Certain information may be transmitted to you by electronic mail. Although it is illegal to intercept or disclose these messages under Federal law, these transmissions are not secure.

6. Applicable Law/International Issues

   Because Big Planet is committed to protecting your privacy, Information that is submitted to this Site will be collected, processed, stored, disclosed and disposed of in accordance with applicable U.S. law. If you are a non-U.S. user, you acknowledge and agree that we may collect and use your personal data and disclose it to other entities, as discussed in "Who Big Planet Shares Your Information With" above, outside your resident jurisdiction. In addition, such Information may be stored on servers located outside your resident jurisdiction. U.S. law may not provide the degree of protection for Information that is available in other countries. By providing us with your Information, you acknowledge that you have read this Policy, understand it, agree to its terms and consent to the transfer of such Information outside your resident jurisdiction. If you do not consent to the terms of this Policy, please do not use this Site.

7. How to Update or Delete your Information

   Big Planet offers you an opportunity to review the Personal Information provided through the Web Site in order to update or correct any errors or delete such Personal Information. To update or delete Personal Information previously provided, you may (a) call Big Planet at 1-800-487-1000, or (b) go online at http://www.bigplanetusa.com/cgi-bin/bpweb/profile/en/loginOnly.jsp?randID=63&nextPage=/editorial/en/editorial.jsp&params=%26content%5Fid%3Dnse%2Emyoff%2Erecognition%2Eexecs%2Emotion

8. Linked Internet Websites

   The Web Site provides hyperlinks, which are highlighted words or pictures within a hypertext document that, when clicked, take you to another place within the document, to another document altogether, or to other web sites not controlled by Big Planet. These hyperlinked web sites may contain privacy provisions that are different from those provided herein. Big Planet is not responsible for the collection, use, or disclosure of information collected through these web sites or links, and Big Planet expressly disclaims any and all liability related to such collection, use, or disclosure.

9. Changes to Big Planet's Privacy Policy

   If Big Planet decides to change the Privacy Policy, it will post those changes here so that you will always know what information we collect, and how we might use or disclose that information. Any changes to this Privacy Policy will be considered effective immediately after the changes are posted on this Web Site. The Privacy Policy was last revised on November 5, 2001.

10. How to Contact Big Planet

    If you have any questions about this Privacy Policy, please send an e-mail to privacy@bigplanet.com.