Services

This Service Agreement ("Agreement") applies to the purchase from eWeb Services and its affiliates, parents, and subsidiaries (collectively, the "Company") of all services (collectively, the "Services") selected by Customer on the online order form or through sales (collectively, the "Order Form"). If the Services include domain name registration, Customer agrees to the additional terms and conditions in the Domain Name Registration Service Registration Agreement located at http://www.ewsinc.com.

Term

This Agreement shall be for the term specified on the Order Form (the "Initial Term"). This Agreement will be automatically renewed, at the end of the Initial Term, on a year-to-year basis unless either party provides sixty (60) days written notice to the other of termination of this Agreement prior to the end of the then current term. The Initial Term and all year-to-year extensions thereof are collectively referred to herein as the "Term" of this Agreement.

Billing And Payment Pricing:

During the term of this Agreement, Customer shall pay the fees for the Services that are set forth on the Order Form. Such fees may include taxes, fees or assessments by governmental agencies and Company shall have the right, at any time, to pass through and invoice to Customer any new or increased taxes, fees, assessments or other charges imposed on or required to be collected by Customer by any governmental agency.

Terms Of Payment:

Invoices are due and payable upon receipt. All payments shall be made in U.S. currency.

Service Continuation After Initial Term:

The fees set forth in the Order Form are guaranteed during the Initial Term of this Agreement. If Customer continues to receive the Services after the Initial Term without entering into a new agreement or agreement extension, the fees charged after the Initial Term shall be at the then standard Company rates for such services, without discount.

Service Charge:

Customer will pay a late payment charge equal to 1.5% (or the highest amount permitted by law, whichever is lower) per month or portion thereof on the outstanding balance of any invoice remaining unpaid thirty (30) days after the date upon which payment is due. In addition, Customer will pay a $25.00 service charge for each returned check.

Suspension Or Interruption Of Service For Non-Payment:

In the event Customer's account becomes past due, or is otherwise deemed insecure, the Company may, in its sole discretion, suspend, interrupt or disconnect the Services. In the event of such suspension, interruption or disconnection, Customer may be required to post a deposit or such other security, as the Company deems necessary in order to resume receiving the Services. In addition, if the Company in its sole discretion, deems Customer to be financially insecure, Company may require such other action of Customer, including letters of credit, security deposit(s), restrictions on available credit or other action as the Company may require from time to time regardless of Customer's then-current status or payment history. Failure to satisfy the Company's request for such action within timelines set by the Company may result in immediate termination of service without further notice.

Improvements And General Administration

Company reserves the right to designate and make changes in Company's rules of operation, including but not limited to, accessibility periods, Customer identification procedures, type of terminal equipment, type, configuration and location of system and service equipment and system programming languages without prior written notice to Customer or Customer's consent. Should any such improvements or changes result in chargeable enhancements to the service or services ordered by Customer, such enhancements shall be offered as options and be priced as separate items on the Pricing Schedule.

Ownership

Company does not convey, nor does Customer obtain any rights in, the programs, systems, data (including any IP addresses assigned to Customer) or materials utilized or provided by Company in the performance of this Agreement, and all such programs, systems, data or materials shall at all times be and remain the exclusive property of Company or third parties for whom Company is acting as agent or licensee. Nothing in this Agreement shall be construed as a license or sale to Customer of any such programs, systems, data or materials.

Hosting And Caching

Customer expressly (i) grants to the Company a license to host and cache the entirety of Customer's Web Site, including content supplied by third parties, hosted by the Company under this Agreement and (ii) agrees that such hosting and caching is not an infringement of any of Customer intellectual property rights or any third party's intellectual property rights. Assignment This agreement shall be binding upon and inure to the benefit of Customer, the Company and their respective successors and assigns. Customer shall not assign this Agreement whether by operation of law or otherwise without the prior written consent of an authorized executive officer of Company and any assignment without such consent is void.

Limitation Of Liability

THE COMPANY'S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE MONTHLY CHARGES PAID BY CUSTOMER DURING THE MONTHS IN WHICH THE DAMAGES ARE ALLEGED TO HAVE OCCURRED (WHICH IN NO EVENT SHALL EXCEED THREE (3) MONTHS CHARGES). SUCH LIMITATION SHALL BE THE EXTENT OF THE COMPANY'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST COMPANY, AND THE FOREGOING SHALL CONSTITUTE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY. IN NO EVENT WILL COMPANY BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, REVENUES OR LOST PROFITS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS MAY BE EXPRESSLY CONTAINED IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES RENDERED HEREUNDER, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Customer Backup

Notwithstanding any backup services provided by the Company as a part of the Service, Customer is responsible for maintaining a separate, current copy of all of Customer's data that is hosted on the Company's servers.

Acceptable Usage

Customer agrees that it will adhere to the Company's Acceptable Use Policy located at http://www.ewsinc.com/use.html as amended from time to time by the Company. Notwithstanding anything to the contrary in this Agreement, the Company may, upon notice of possible violation of the Company's Acceptable Use Policy by the Customer, immediately take corrective action, including suspension or termination of any and all Services, or terminate this Agreement. In the event that the Company takes corrective action due to a violation of the Company's Acceptable Use Policy, the Company shall not owe, and shall not refund, to the customer any fees paid in advance of such corrective action.

Termination

Customer may terminate this Agreement by giving the Company at least sixty (60) days prior written notice. However, Customer remains obligated to pay all amounts remaining in the current term. In order to terminate early, Customer's Administrator contact person on the account should notify the Company of such request to do so using the Control Panel. However, the Company shall not be liable for unauthorized termination of an account. Any termination by the Company or Customer shall not relieve Customer of any obligations to pay fees accrued prior to such termination. The Company reserves the right to terminate this Agreement without cause prior to the end of the current term upon sixty (60) days written notice to Customer.

Indemnification By Customer

Customer shall indemnify, hold harmless, and defend Company, its present and future officers or directors, employees and agents, from any civil penalties, losses, claims, and causes of action of any type (including cost of defense, settlement, or reasonable legal fees), including, but not limited to, claims based upon product liability, personal injury, property damage and patent, copyright, or other intellectual property rights which result from or arise out of Customer's business, use of Company's services or products, Customer's negligence, willful misconduct, or breach of this Agreement or any of its provisions.

Compliance With Laws

Customer shall comply with all applicable laws and regulations and shall fully indemnify, save harmless, and protect Company, Company's successors, assigns, agents, customers, subsidiaries, and affiliates, and agents and employees of all of them against any loss, claim, liability, damage, and expense arising rising from Customer's actual or alleged noncompliance with such laws and regulations.

Intellectual Property Customer represents and warrants that Customer's use of the Services shall not infringe the intellectual property or other proprietary rights of the Company or any third party. Customer further acknowledges that all right, title and interest in any and all technology, including the software that is part of or provided with the Services and any trademarks or service marks of the Company (collectively, "Company Intellectual Property") is vested in the Company and/or in the Company's licensers. Unless otherwise specifically provided in this Agreement, Customer shall have no right, title, claims or interest in or to the Company Intellectual Property. Customer may not copy, modify or translate the Company Intellectual Property or related documentation, or decompile, disassemble or reverse engineer the Company Intellectual Property, to use it other than in connection with the Services, or grant any other person or entity the right to do so. Customer may not use the Company's trademarks or logos in any manner whatsoever unless approved in writing by an officer of the Company. Unless otherwise specifically provided in this Agreement, Customer is not authorized to distribute or to authorize others to distribute the Company Intellectual Property in any manner without the prior written consent of the Company; provided, however, that nothing in this sentence would preclude Customer from using the Company Intellectual Property as incorporated in the Services.

Confidential Information

Each party acknowledges that, in the course of the performance of this Agreement, it may have access to customer information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the exclusive property and trade secrets of the other party ("Confidential Information"). Except as provided in the Company's Acceptable Use Policy, each party agrees to maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this Agreement. Upon request of either party or on termination or expiration of this Agreement, each party shall return the Confidential Information of the other party then in its possession. Nothing in this Agreement shall prohibit or limit either party's use of information which (a) is now, or hereafter becomes, publicly known or available through lawful means; (b) is rightfully in receiving party's possession, as evidenced by receiving party's records; (c) is disclosed to the receiving party without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by the receiving party without any breach of this Agreement; (e) is the subject of a written permission to disclose provided by the disclosing party; or (f) is required by law to be disclosed.

Customer further agrees and acknowledges that the Company may disclose Customer account information in accordance with the Company's Acceptable Use Policy and Privacy Policy, located at http://www.ewsinc.com/privacy.html, as amended from time to time by the Company effective upon posting of the revised policy at the URL.

Force Majeure

Any delay in or failure of performance by Customer or Company shall not constitute default hereunder if and to the extent such delay or failure of performance is caused by occurrences beyond the control of Customer or Company, as the case may be, including but not limited to: Acts of God or the public enemy; compliance with any order or request of any governmental authority; act of war; rebellion or sabotage or damage resulting therefrom; civil commotion; embargo; fires; floods; inclement weather; earthquake; vandalism; cut cable; unavailability of facilities or equipment; release of hazardous or toxic substances; explosions; accidents; riots or strikes or other concerted acts of workmen, whether direct or indirect; or any other causes, whether or not in the same class or kind as those specifically above named, which are not within the reasonable control of Customer or Company, as the case may be.

Expenses Of Enforcement

In the event the Customer fails to pay undisputed portions of invoices when due or if the Customer or Company breaches this Agreement, and either party is required to engage legal counsel for purposes of enforcing the terms of the Agreement or collecting outstanding invoices, then the breaching party shall be responsible for all reasonable legal fees, expenses, and court costs finally awarded by a court of competent jurisdiction in a proceeding from which no appeal is taken.

Independent Contractor

Company is and shall be an independent contractor in the performance of the Hosting Services, and any other service or product provided, as set forth in this Agreement. Customer shall not exercise control over Company, its employees, subcontractors, or agents, except in so far as may be reasonably necessary to ensure performance of Hosting Services and compliance with this Agreement. Nothing in the Agreement shall be construed to designate Company, its subcontractors, agents, or assigns as the employees, subcontractors, partners, or agents of Customer or Customer 's affiliates, subsidiaries, or partners.

Notices

Any notice hereunder shall be in writing and shall be served by: 1) personal service, receipt of which shall be deemed to be on the date personally delivered; 2) certified or registered mail, or by a courier or overnight delivery service, receipt of which shall be deemed to be on the date such notice is acknowledged in writing by the receiving party; or 3) facsimile, receipt of which shall be deemed to be on the next Business Day (defined as a day on which the United States Mail is delivered) after transmission if sent by facsimile. The transmitting Party shall retain the facsimile transmission confirmation record.

All notices hereunder to Customer shall be served at the Customer's current Billing Address.

All notices hereunder to the Company shall be served to:

Legal Department
eWeb Services
24008 State Road 54
Lutz, Fl 33549
Facsimile: 813.949.3640

Severability

In the event that any of the provisions, or portions thereof, or interpretations by the parties or by either party of any provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, Customer and Company shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward effecting the purpose of the Agreement.

Entire Agreement

This Agreement, including the Pricing Schedule and any other documents or agreements specifically identified in this Agreement, contains the full understanding of the parties with respect to its subject matter, and supersedes all prior agreements or understandings of the parties, oral or written.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, excluding its principles of conflicts of laws, and the parties hereby irrevocably commit to the jurisdiction and venue of the courts of Pasco County, Florida, to resolve any dispute arising hereunder or relating hereto.

Amendment Or Waiver

Except as otherwise provided herein, this Agreement may not be amended except upon the written consent of Customer and an officer of the Company. No exercise of waiver, in whole or in part, of any right or remedy provided for in this Agreement shall operate as a waiver of any other right or remedy. No delay on the part of any party in the exercise of any right or remedy shall operate as a waiver thereof.

Background, Enumerations, And Headings

The background, enumerations, and headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this agreement.

No Third-Party Beneficiaries

This Agreement is written solely to set forth the respective rights and obligations of the parties hereto and is not intended to create or convey any rights whatsoever with respect to any third party.

Acceptance of Services

ACCEPTANCE OF THIS AGREEMENT BY THE COMPANY MAY BE SUBJECT, IN THE COMPANY'S ABSOLUTE DISCRETION, TO SATISFACTORY COMPLETION OF A CREDIT CHECK AND CONTINUED CREDIT WORTHINESS OF CUSTOMER. ACTIVATION OF SERVICE SHALL INDICATE THE COMPANY'S ACCEPTANCE OF THIS AGREEMENT. USE OF THE COMPANY'S NETWORK CONSTITUTES CUSTOMER'S ACCEPTANCE OF THIS AGREEMENT.

Authority

Customer and the Company each represent and warrant that they have the authority to execute this Agreement, and shall indemnify the other Party for any lack of such authority.