Effective Date: December 1, 2009

These Terms & Conditions ("Agreement") govern use of the Grandprize.com website and the services related to such website. The services offered by Grandprize.com ("Grandprize.com") include the Grandprize.com website ("Website") and any other services, features, Game Service, sweepstakes, content or applications offered from time to time by Grandprize.com in connection with the Website and its affiliated sites, interactive computer service and online properties (collectively, the "Services"). By using the Services you agree to be bound by this Agreement. You must be at least eighteen (18) years old to use the Services or the legal age of majority in your resident state, if different. By providing any information to Grandprize.com through the Website or your mobile phone, you represent to Grandprize.com that you are the requisite age or older.

This Agreement also incorporates by reference the terms and conditions of the Grandprize.com Privacy Policy. This Agreement may be amended from time to time in Grandprize.com's discretion and pursuant to applicable law. Amended versions of this Agreement will be effective upon posting on the Website. YOU AGREE TO REVIEW THESE TERMS & CONDITIONS FROM TIME TO TIME AND AGREE THAT ANY SUBSEQUENT ACCESS TO OR USE BY YOU OF THE SERVICES FOLLOWING CHANGES TO THE TERMS & CONDITIONS SHALL CONSTITUTE YOUR ACCEPTANCE OF ALL SUCH CHANGES. IF YOU DO NOT AGREE WITH OR CANNOT COMPLY WITH THE TERMS OF THIS AGREEMENT YOU MUST EXIT THE WEBSITE IMMEDIATELY AND MUST NOT PROVIDE ANY INFORMATION TO GRANDPRIZE.COM OR ANY LINKED THIRD PARTY OR USE ANY OF THE SERVICES OR PRODUCTS OFFERED OR PROVIDED ON THE WEBSITE.

Website Service and Billing Information

Normal carrier charges and taxes for downloading or messaging may apply to any Content you receive from Grandprize.com. "Content" means collectively, text alert messages, ringtones, images, wallpapers, and games available on the Website. Text messaging capability is required for all Grandprize.com Services. Internet-enabled handsets are required to download multimedia Content (e.g. ringtones, wallpapers, games, etc.), but certain web-enabled handsets such as the iPhone, Pre, and Sidekick devices are NOT compatible with the multimedia Content provided by Grandprize.com.

Mobile Subscription Service

By entering your cell phone number on the Website, you consent to receive a text message containing a PIN code. By entering the PIN code on the Website, you acknowledge you are subscribing to Grandprize.com's mobile subscription Service comprised of Grandprize.com Sweepstakes and Grandprize.com Trivia (“Club”) as described below.

Subscribing to the Club provides you with participation in Grandprize.com Sweepstakes which Grandprize.com gives you 30 guesses per day to be used towards eligible Grandprize.com Prizes and participation in Grandprize.com Trivia which is a daily interactive trivia quiz club during the given month's subscription. Guesses and trivia questions are non-tradable and non-transferable, and have no monetary value. Guesses and trivia questions expire if not used during the applicable day of the month’s subscription. Club subscribers may cancel by texting STOP to 41729. All plans are subject to Grandprize.com's Official Rules and Privacy Policy, available on our Website. To get help, text HELP to 41729 or contact Customer Care. There are different pricing plans available by cell phone carrier, as follows:

Subscription plans cost $9.99/month for AT&T, Alltel, Sprint, T-Mobile, Verizon Wireless, US Cellular and CellularOne customers for 30 guesses per day to be used towards eligible Grandprize.com prizes and participation in a daily interactive trivia quiz club.

Sweepstakes, Contests and Games

Any sweepstakes, contests or games made available through the Website including Granprize.com Sweepstakes and Grandprize.com Trivia will be governed by their specific Official Rules that may vary from the terms of this Agreement. By participating in any such sweepstakes, contests or games, you will additionally become subject to those applicable Official Rules. Official Rules are incorporated into this Agreement and made a part hereof. In the event of a conflict between the terms of this Agreement and the Official Rules, the Official Rules will control.

Cancellation of the Services

If you wish to discontinue receiving messages from the Website, you must cancel your subscription. You have several options to do this: (1) Club subscribers may cancel their subscription by texting STOP to 41729; (2) You may cancel your subscription via the Website, at Customer Care; or (3) you may cancel your subscription via telephone toll free at (866)616-6076, either through our interactive voice response system at any time or by contacting our Customer Service team directly Monday through Friday from 8am to 6pm Eastern Time. Subscription cancellation will become effective immediately when we receive the cancellation request for monthly subscribers, and all unredeemed credits will be forfeited. Services are not pro-rated for mid-month cancellations and no refunds will be given except as set forth in the Refund Policy below.

Termination by Grandprize.com

You acknowledge and agree that Grandprize.com, in its sole discretion, may suspend, discontinue or refuse any and all current and future access to or use of any portion of the Services at any time without notice to you in the event Grandprize.com believes that you have breached this Agreement. You acknowledge and agree that Grandprize.com shall have no liability or responsibility to you for termination, suspension or discontinuation of your access or use in the event you breach this Agreement, and that no portion of your fees will be refunded in such case.

Refund Policy

A refund will be issued if there is a technical issue that results in an inability of the user to receive their Content. Such technical issues include corrupt files, system errors, or other unforeseen difficulties that may arise. If you choose a phone we do not support, if your carrier does not support multimedia Content, if you do not have Internet enabled (if required) and/or text messaging on your phone, if you select a phone as part of a game download that is not the actual model of your phone, or if you are not satisfied with the actual product that has been correctly delivered then WE WILL NOT REFUND YOUR MONEY OR CREDITS.

Problems Receiving Content

If you have technical problems with the Service, please read the Frequently Asked Questions. If these instructions haven't solved your problems receiving a download, please contact us at Customer Care.

Links

The Website contains hypertext links to the web sites of third parties ("Third Parties"). Such links and are provided for your convenience and reference only and the inclusion of a link to a web site does not imply any endorsement of the services or the site, its contents, or its sponsoring organization. Grandprize.com does not control these Third Parties and is not responsible for the privacy practices, terms and conditions, or the content of such other Third Party web sites. If you decide to access any Third Party website, you do so entirely at your own risk, and you agree to be subject to any such Third Party's terms and conditions and privacy policies. Grandprize.com does not operate or control in any respect any information, software, products or services available on such Third Party web sites and is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to the information contained in such sites. You are solely responsible for any dealings with Third Parties (including advertisers) listed in or accessible via the Services, including the delivery of and payment for goods and services.

Proprietary Rights

The materials available via the Services, including without limitation, Content, text, information, documents, scripts, graphics, photos, organization, design, compilation, look and feel, illustrations, artwork, video, music (including but not limited to ringtones), images (including, but not limited to wallpaper), software, sounds, games, interactive features and all trademarks, service marks and logos or other works or materials (collectively, "Materials") are owned by or licensed to Grandprize.com and/or a Third Party provider(s) and are protected under copyright, trademark and other intellectual property and proprietary rights laws. You must keep intact, and may not remove or alter any Materials or any copyright or other proprietary notices available via the Services, and you may not display or reproduce the Materials other than with the prior written consent of Grandprize.com.

Forms, Registration and Passwords

If any of the Services require you to open an account, register or provide certain information, you agree to complete the account initiation, registration or other process by providing Grandprize.com with current, complete and accurate information as requested by any forms. You acknowledge and agree that any login, identifier, PIN or password issued in connection with the Services (each, a "Password") is confidential information. You must maintain the confidentiality of any Password, and you may not disclose such Password to any other person or entity or permit any other person or entity to access the Services using such Password. You agree to notify Grandprize.com immediately of any unauthorized use of any Password or any other breach of security of which you are aware. You may not use any Password that is not issued directly to you or approved by Grandprize.com.

Prohibited Activities

You may not use the Services in a manner inconsistent with any and all applicable laws, rules and regulations. The Services are for your personal and non-commercial use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, Content, Materials, or products or services obtained from the Services. Content owned by Grandprize.com's licensors may be subject to additional restrictions. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate the Content received through the Services to anyone, including but not limited to others in the same company or organization without Grandprize.com's express prior written consent.

Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GRANDPRIZE.COM PROVIDES THE WEBSITE, SERVICES, MATERIALS AND CONTENT, INCLUDING BUT NOT LIMITED TO CONTENT SUPPLIED BY THIRD PARTIES THROUGH GRANDPRIZE.COM, STRICTLY ON AN "AS IS" BASIS, FOR YOUR USE AT YOUR OWN RISK, AND HEREBY EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

GRANDPRIZE.COM MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES, CONTENT, MATERIALS OR THE CONTENT OF ANY SITES LINKED TO THE WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (i) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR MATERIALS, (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (vi) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. GRANDPRIZE.COM DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND GRANDPRIZE.COM WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability

IN NO EVENT SHALL GRANDPRIZE.COM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF GRANDPRIZE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, GRANDPRIZE.COM'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF TEN U.S. DOLLARS ($10) OR THE AMOUNT PAID, IF ANY, BY YOU TO GRANDPRIZE.COM FOR THE SERVICES GIVING RISE TO THE ACTION.

THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE WEBSITE, THE CONTENT, AND ANY SERVICES OR INFORMATION OFFERED THROUGH THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDY SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES AND/OR THE EXCLUSION OF CERTAIN REMEDIES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF GRANDPRIZE.COM SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.

U.S. Export Controls

You acknowledge and agree that the Content may be subject to the U.S. Export Administration Laws and Regulations. Diversion of such Content contrary to U.S. law is prohibited. You agree that none of the Content, nor any direct product or service accessed or used via the Services, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, unless authorized by the U.S. Government. Proscribed countries are set forth in the U.S. Export Administration Regulations. You agree to comply strictly with all applicable U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

Disputes

The Services are hosted in the United States. Any dispute hereunder shall be governed by the laws of the State of Colorado, USA, without regard to conflict of law provisions. You agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Colorado, City of Denver and waive any objection based on inconvenient forum. You agree that: (i) the Website and the Services shall be deemed solely based in Colorado; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Grandprize.com, either specific or general, in jurisdictions other than Colorado. You further agree that service of any process, summons, notice or document by U.S. registered mail to your address shall be effective service of process for any action, suit or proceeding in the state and federal courts located in the State of Colorado, with respect to any matters to which it has submitted to jurisdiction as set forth above.

Indemnity

You agree to indemnify and hold Grandprize.com, its parent, subsidiaries, and affiliates, and their respective members, officers, agents, partners and employees, harmless from any loss, liability, claim or demand, including reasonable attorneys' fees, due to or arising out of (i) your acts or omissions concerning the Services and the Website; (ii) any breach of this Agreement including any representations and warranties made herein; and (iii) your violation of any third party right including without limitation any claim of defamation, invasion of privacy, right of publicity, unfair competition, infringement of a third person's intellectual property or other proprietary rights relating to your use of the Services or Website. Grandprize.com reserves the right to participate in such defense and settlement with its own counsel at its own expense. In no event shall you enter into any settlement that purports to bind Grandprize.com without Grandprize.com's prior written consent. Grandprize.com shall provide you reasonably prompt notice of any such claim and shall reasonably cooperate with you in the defense and/or settlement of such claim at your sole expense.

Trademarks

Grandprize.com, the Grandprize.com logo, and other marks, logos and titles are registered and/or common law trade names, trademarks or service marks of Grandprize.com or its licensors. All other products, company names or other trademarks or service marks appearing on the Website are the property of their respective owners. Nothing contained in the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Mark displayed on the Services without prior written permission of Grandprize.com or the respective owners.

Other

This Agreement constitutes the entire agreement between the parties regarding the use of the Services and the Website and supersedes all prior or contemporaneous communications between the user and Grandprize.com with respect to the Website and the Services. The failure of Grandprize.com to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. If any provision of this Agreement is deemed unlawful, void or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. Any aspect of the Services is void where prohibited by law.

Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.

Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. If any provision (or part thereof) of this Agreement is determined by a court of competent jurisdiction as part of a final non-appealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms.

Survival. Any obligation of the parties relating to limitations on liability and indemnification shall survive termination or expiration of this Agreement.

Interpretation. Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of this Agreement. This Agreement shall not be construed against either party by reason of its drafting.

A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact us at: support@Grandprize.com with any questions regarding this Agreement. The Grandprize.com website is owned and operated by MBmobile, LLC.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.