SUPER CERT HOSTING TERMS AND CONDITIONS

The following terms and conditions govern the provision by Super Cert Hosting and the access and use by its customer (" Customer") of Super Cert Hosting's shared Web site hosting services. BY BEGINNING USE OF CUSTOMER'S ACCOUNT, CUSTOMER ACKNOWLEDGES HAVING REVIEWED AND ACCEPTED THESE TERMS AND CONDITIONS. Super Cert Hosting reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes or modifications will apply to existing customers, future customers or both. Any changes or modifications will be effective upon posting of the revisions to the Super Cert Hosting Customer's continued use of Super Cert Hosting's services following Super Cert Hosting's posting of any changes or modifications to this Agreement will constitute Customer's acceptance of such changes or modifications. IF CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CUSTOMER SHOULD NOT BEGIN USE OF ITS ACCOUNT OR SUPER CERT HOSTING'S SERVICES, AND CUSTOMER SHOULD IMMEDIATELY NOTIFY SUPER CERT HOSTING. IF CUSTOMER DOES NOT AGREE TO ANY CHANGE OF MODIFICATION TO THIS AGREEMENT, CUSTOMER SHOULD NOT CONTINUE USING THE SERVICES AND SHOULD IMMEDIATELY NOTIFY SUPER CERT HOSTING OF ITS TERMINATION OF THIS AGREEMENT.

1. Scope of Services. Super Cert Hosting shall provide Web site hosting services to Customer during the term of this Agreement in accordance with the Super Cert Hosting Web site hosting service plan (" Plan") selected by Customer. Customer acknowledges that the Customer Web site (such term and certain other capitalized terms being defined in Section 17) will not be hosted on a server dedicated to Customer but on a server, which Super Cert Hosting also uses to host Web sites for its other customers. Super Cert Hosting may discontinue servicing any Plan, or may require fulfillment of conditions Super Cert Hosting may choose to impose as a prerequisite for continuing to service any Plan. All services provided by Super Cert Hosting to Customer under this Agreement shall be deemed to be accepted by Customer, unless Customer submits to Super Cert Hosting a written claim or objection regarding such services within 30 days after performance.

2. Orders; Acceptance. All orders issued by Customer are subject to acceptance by Super Cert Hosting and shall not be binding on Super Cert Hosting until so accepted. An order will be deemed to be accepted by Super Cert Hosting when written confirmation of the order is sent to Customer by Super Cert Hosting. Super Cert Hosting may refuse to accept any order for any reason (including the creditworthiness of any proposed customer), or delay acceptance of an order pending fulfillment of conditions Super Cert Hosting may choose to impose.

3. Prices.

A: All prices for the Plans are listed online at http://www.supercerthosting.com/ainfo.shtml and are stated in US dollars. These prices are subject to change from time to time, and different pricing may apply to any renewal of service beyond the initial term Customer has chosen.

B: Customer shall be responsible for paying all sales, use, revenue, excise and other taxes imposed by any taxing authority with respect to the services provided by Super Cert Hosting under this Agreement.

4. Payment; Renewal Notices. All payments shall be made in US dollars by a method specified by Super Cert Hosting. Payments are due 30 days from account activation and on future renewal dates. Service for any renewal period will not be provided unless and until Super Cert Hosting has received payment for such renewal period. Renewal notifications will be sent as follows.  If any payment due Super Cert Hosting is collected at law or through an attorney at law or under advice there from or through a collection agency, Customer agrees to pay all costs of collection, including, without limitation, all court costs and reasonable attorneys' fees.

5. Term and Termination.

A: The rights and obligations of the parties under this Agreement will commence on the date of Customer's order and, unless sooner terminated as provided below, will continue for the initial period specified in Customer's order. Thereafter, this Agreement will be automatically renewed for successive additional periods of the same duration as the initial period, unless either party gives written notice to the other party of non-renewal at least 20 days prior to expiration of then then-current term.

B: The services provided by Super Cert Hosting under this Agreement carry a 30-day money back guarantee. If Customer is not fully satisfied with Super Cert Hosting's services under this Agreement for any reason during the first 30 days of service, Customer may terminate this Agreement by sending written notice of termination to Super Cert Hosting. Notice of termination must be received by Super Cert Hosting within 30 days after the date of Customer's order. If Customer terminates this Agreement as provided in this Section 3( B), Super Cert Hosting shall refund to Customer all monthly service fees paid in advance by Customer. Installation fees, provisioning charges and consulting fees are non-refundable and will not be returned to Customer despite any termination of this Agreement.

C: Notwithstanding the foregoing, either party shall have the right to terminate this Agreement immediately upon the occurrence of any one or more of the following events: (i) failure of the other party to pay when due any amounts owed hereunder; (ii) breach by the other party of any material term or provision of this Agreement (other than failure to make payments due under this Agreement), and if capable of cure, failure to cure within 30 days of written notice thereof by the non-breaching party; (iii) the other party becomes insolvent or makes an assignment for the benefit of its creditors; (iv) any proceeding is instituted by or against the other party under any bankruptcy or similar laws for the relief of debtors; or (v) the appointment of any trustee or receiver for all or any portion of the other party's assets.

D: Notwithstanding any provision of this Agreement to the contrary, if the services provided by Super Cert Hosting under this Agreement become prohibited, impractical or unfeasible for any technical, legal or regulatory reason, Super Cert Hosting may terminate this Agreement by providing Customer with as much prior notice as is reasonably practical.

E: Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 5( E), 7, 11, 13, 14, 15 and 16 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement. If Super Cert Hosting terminates this Agreement under Section 5( C), or if Customer terminates this Agreement for any reason other than in accordance with Sections 5( C)( i) or (ii), then Super Cert Hosting shall be entitled to retain all service fees and other fees and charges paid in advance by Customer hereunder and under any other agreement between Customer and Super Cert Hosting, regardless of whether such fees have been earned by Super Cert Hosting. Termination of this Agreement shall not be in lieu of, but shall be in addition to, any other legal or equitable rights or remedies to which Super Cert Hosting may be entitled. If Customer terminates this Agreement in accordance with Sections 5( C)( i) or (ii), Super Cert Hosting shall return to Customer, and Customer shall accept, as Customer's sole and exclusive remedy for Super Cert Hosting's breach of this Agreement, a pro rata portion of all monthly service fees paid in advance by Customer hereunder based upon the percentage of the then-current term remaining after the date of termination. Such pro rata portion of all monthly service fees paid in advance by Customer hereunder shall also be returned to Customer by Super Cert Hosting if Super Cert Hosting terminates this Agreement under Section 5( D).

6. Customer's Representations and Warranties. Customer represents and warrants to Super Cert Hosting that: (a) Customer is and shall remain at all times during the term of this Agreement the owner or valid licensee of the Customer Content and each element thereof, and Customer has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Customer Content and each element thereof without any obligation by Super Cert Hosting to pay any fees, residuals, guild payments or other compensation of any kind to any Person; (b) use, publication and display of the Customer Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any Person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any Person, including, without limitation, any contractual, statutory or common law right or any "moral right" or similar right however denominated; (c) Customer is and will remain in compliance with all applicable laws, rules and regulations regarding the Customer Content and the Customer Web site; (d) Customer has used its best efforts to ensure that the Customer Content is and will at all times remain free of all computer viruses, worms, trojan horses and other malicious code.

7. License to Super Cert Hosting. Customer grants to Super Cert Hosting a non-exclusive, royalty-free, worldwide right and license during the term of this Agreement to do the following (but only in connection with the hosting of the Customer Web site in accordance with this Agreement): (a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Customer Content; and (b) make archival or back-up copies of the Customer Content and the Customer Web site (provided, however, that Super Cert Hosting shall not be obligated to make any such back-up or archival copies). Except for the rights expressly granted above, Super Cert Hosting is not acquiring any rights, titles or interests in or to the Customer Content, all of which shall remain solely with Customer.

8. Rules And Regulations. Customer shall (i) use Super Cert Hosting's services only for lawful purposes and in accordance with this Agreement, (ii) comply with the Rules and Regulations, and (iii) impose the Rules and Regulations on its customers and End Users to the extent necessary to ensure their compliance. Customer shall familiarize itself with the Rules and Regulations and periodically access Super Cert Hosting's Web site to determine if Super Cert Hosting has made any changes thereto. Although Super Cert Hosting does not monitor or exercise editorial control over its accounts and does not undertake to police any material or content stored on or transmitted to, from or through its system (except to the extent required by law), if Super Cert Hosting becomes aware of any violation of the Rules and Regulations, Super Cert Hosting reserves the right to remove any material or content violating the Rules and Regulations from its system. In addition, if Super Cert Hosting becomes aware of any material or content stored on its system which Super Cert Hosting, in its sole discretion, considers to be (i) in violation of any applicable law, rule or regulation, (ii) potentially infringing on rights of third parties, or (iii) objectionable, Super Cert Hosting may remove such material or content from its system and terminate or prevent access to its system by Persons who transmitted such material or content to, from or through Super Cert Hosting's system.

9. Customer's Responsibilities.

A: Customer is solely responsible for the quality, performance and all other aspects of the Customer Content and any goods or services provided through the Customer Web site.

B: Customer shall cause to remain in full force and effect during the term of this Agreement, at its expense, all rights, licenses, permissions, waivers, releases and consents necessary to permit use of any Customer Content on the Customer Web site. Customer will make any and all applicable payments therefore when and as such payments become due.

C: Customer must provide any equipment or software that may be necessary for Customer to use Super Cert Hosting's services. If there are any changes in Customer's location, mailing address, telephone number, facsimile number, e-mail address or other contact information during the term of this Agreement, Customer shall promptly notify Super Cert Hosting of such changes.

D: Customer shall clearly identify all aspects of the Customer Web site, including, but not limited to, any bulletin boards or chat rooms (if such functionality is permitted under this Agreement) as being controlled by Customer.

E: Customer must ensure that the information it and the End Users transmit and receive complies with all applicable laws, rules and regulations and the Rules and Regulations.

F: Customer assumes full responsibility for providing End Users with any required disclosure or explanation of the various features of the Customer Web site and any goods or services described therein, as well as any rules, terms or conditions of use.

G: Customer shall be fully responsible for uploading all content to the Customer Web site and modifying, updating and supplementing the Customer Web site. Customer is responsible for ensuring that the Customer Content and all aspects of the Customer Web site are compatible with the hardware and software used by Super Cert Hosting to provide services under this Agreement, as the same may be changed by Super Cert Hosting from to time. Specifications for the hardware and software used by Super Cert Hosting to provide services will be available on Super Cert Hosting's Web site at http://www.supercerthosting.com. Customer shall periodically access Super Cert Hosting's Web site to determine if Super Cert Hosting has made any changes thereto. Super Cert Hosting shall not be responsible for any damages to the Customer Content, the Customer Web site or other damages or any malfunctions or service interruptions caused by any failure of the Customer Content or any aspect of the Customer Web site to be compatible with the hardware and software used by Super Cert Hosting to provide services.

H: Customer shall be solely responsible for making back-up copies of the Customer Web site and Customer Content.

I: Delay or failure by Customer to fulfill its responsibilities under this Agreement may result in an adjustment to the schedule for delivery of the Services and shall release Super Cert Hosting from its obligations under this Agreement to the extent Super Cert Hosting is adversely affected by such Customer delay or failure.

10. Super Cert Hosting Intellectual Property.

A: Super Cert Hosting grants Customer a non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use applicable Super Cert Hosting Technology solely for the purpose of accessing and using the services provided hereunder. Customer shall have no right to use the Super Cert Hosting Technology for any purpose other than accessing and using such services. Except for the rights expressly granted above, this Agreement does not transfer from Super Cert Hosting to Customer any Super Cert Hosting Technology, and all rights, titles and interests in and to the Super Cert Hosting Technology shall remain solely with Super Cert Hosting. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the Super Cert Hosting Technology.

B: Super Cert Hosting's trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Super Cert Hosting. Customer is not authorized to and shall not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of Super Cert Hosting. Super Cert Hosting shall maintain and control ownership of all Internet protocol numbers and addresses that may be assigned by Super Cert Hosting to Customer. Super Cert Hosting reserves, in its sole discretion, the right to change or remove any and all such Internet protocol numbers and addresses.

C: Any feedback, data, answers, questions, comments, suggestions, ideas or the like which Customer sends to Super Cert Hosting relating to Super Cert Hosting's services will be treated as being non-confidential and non-proprietary. Super Cert Hosting assumes no obligation to protect such information from disclosure and will be free to reproduce, use and distribute such information to others without restriction. Super Cert Hosting will also be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever, including, without limitation, developing, providing and marketing products and services incorporating such information.

11. Limited Warranty.

A: Super Cert Hosting represents and warrants to Customer that the services provided hereunder will be performed (i) in a manner consistent with industry standards reasonably applicable to the performance thereof; (ii) at least at the same level of service as provided by Super Cert Hosting generally to its other customers for the same services; and (iii) in compliance in all material respects with the Plan selected by Customer. Customer shall notify Super Cert Hosting within 30 days after performance of any services if such services do not conform to the foregoing warranties. Otherwise, such services will be deemed to be in compliance with the foregoing warranties. Customer's sole and exclusive remedy, and Super Cert Hosting's sole obligation, for breach of the warranties set forth above shall be for Super Cert Hosting, at its option, to re-perform the defective services at no cost to Customer, or, in the event of interruptions to the services caused by a breach of the foregoing warranties, issue Customer a credit in an amount equal to the current monthly service fees under Customer's Plan pro rated by the number of hours in which the services have been interrupted.

A: The foregoing warranties shall not apply to performance issues or defects in Super Cert Hosting's services (i) caused by factors outside of Super Cert Hosting's reasonable control; (ii) that resulted from any actions or inactions of Customer or any third parties; or (iii) that resulted from Customer's equipment or any third party equipment not within the sole control of Super Cert Hosting.

B: EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 12, SUPER CERT HOSTING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND SUPER CERT HOSTING HEREBY EXPRESSLY DISCLAIMS THE SAME. SUPER CERT HOSTING DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

12. Limitation of Super Cert Hosting's Liability.

A: IN NO EVENT WILL SUPER CERT HOSTING'S LIABILITY IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT EXCEED THE AGGREGATE FEES PAID TO SUPER CERT HOSTING BY CUSTOMER HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

B: SUPER CERT HOSTING CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, OR INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. SUPER CERT HOSTING WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM.

C: EXCEPT AS EXPRESSLY PROVIDED BELOW, NEITHER PARTY SHALL BE LIABLE IN ANY WAY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES, OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, OR (EXCEPT AS PROVIDED IN SECTION 14) FOR ANY CLAIM AGAINST THE OTHER PARTY BY A THIRD PARTY, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.

D: The limitations contained in this Section apply to all causes of action in the aggregate, whether based in contract, tort (including negligence) or any other legal theory (including strict liability), other than claims based on fraud or willful misconduct. The limitations contained in Section 13( C) shall not apply to liability arising on account of Customer's breach of Section 15 or to Customer's indemnification obligations under Section 14.

13. Indemnification. Customer shall defend, indemnify and hold harmless Super Cert Hosting, its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the "Super Cert Hosting Parties"), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys' fees) which any of the Super Cert Hosting Parties may suffer, incur or sustain resulting from or arising out of (i) Customer's breach of any representation, warranty, covenant or agreement contained this Agreement, (ii) the Customer Content, the Customer Web site or an End User's use of the Customer Content or the Customer Web site, (iii) violation by Customer or any of its officers, directors, employees or agents, if applicable, of any applicable law, rule, regulation or order, (iv) claims or actions of third parties alleging misappropriation of trade secrets or infringement of patents, copyrights, trademarks or other intellectual property rights arising from the use, display or publication of Customer's domain names or the Customer Content or the use in connection with Super Cert Hosting's services of equipment, software or information not provided by Super Cert Hosting, (v) claims or actions by third parties relating to or arising out of Customer's use of Super Cert Hosting's services, and (vi) any failure of the Customer Content or any aspect of the Customer Web site to be compatible with the hardware or software used by Super Cert Hosting to provide the Services, including, without limitation, any damage to Web sites of other Super Cert Hosting customers or Super Cert Hosting's servers or other hardware caused thereby.

14. Confidentiality. Customer acknowledges that by reason of its relationship with Super Cert Hosting hereunder it may have access to certain information of Super Cert Hosting, whether written or oral, which derives value, economic or otherwise, from not being generally known to the public or other Persons who can obtain value from its disclosure or use, including, without limitation, technical or non-technical data, designs, methods, techniques, drawings, processes, products, inventions, improvements, methods or plans of operation, research and development, business plans and financial information of Super Cert Hosting. Customer agrees that it will not use, nor disclose to any third party, any such information obtained by Customer or revealed to Customer by Super Cert Hosting. Customer further agrees that it will take every reasonable precaution to protect the confidentiality of such information. Upon expiration or termination of this Agreement, Customer shall promptly return to Super Cert Hosting all such confidential information of Super Cert Hosting (including all copies thereof) in Customer's possession or control. Customer acknowledges that disclosure of any aspect of such confidential information of Super Cert Hosting shall immediately give rise to continuing irreparable injury to Super Cert Hosting inadequately compensable in damages at law, and, without prejudice to any other remedy available to Super Cert Hosting, shall entitle Super Cert Hosting to injunctive or other equitable relief. Customer's confidentiality and non-use obligations under this Section 15 shall survive expiration or termination of this Agreement for any reason and continue indefinitely thereafter, except that such obligations shall expire two years after the date of expiration or termination of this Agreement with respect to any information of Super Cert Hosting that does not constitute a trade secret under applicable law.

15. Miscellaneous.

A: Independent Contractor. The parties acknowledge that the relationship of each party to the other under this Agreement is that of an independent contractor, and that nothing contained in this Agreement shall be construed to place Super Cert Hosting and Customer in the relationship of principal and agent, master and servant, partners or joint venturers. Neither party shall have, expressly or by implication, or represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.

B: Governing Law; Jurisdiction. The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to its conflicts of laws principles. The parties expressly disclaim application of the United Nations Convention on the International Sale of Goods. ANY SUIT, ACTION OR PROCEEDING CONCERNING THIS AGREEMENT MUST BE BROUGHT IN A CALIFORNIA STATE OR FEDERAL COURT LOCATED IN FULTON COUNTY, CALIFORNIA, AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. C: Headings. The headings as to contents of particular sections and paragraphs are inserted only for convenience and are in no way to be construed as part of this Agreement.

D: Entire Agreement; Amendments. This Agreement supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. In case of a conflict between this Agreement and any purchase order, service order, correspondence or other communication of Customer, the terms and conditions of this Agreement shall control. Except as expressly provided in this Agreement, no amendment or change to this Agreement shall be valid unless in writing and signed by both parties.

E: Severability. All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

F: Notices. All notices and demands required or contemplated hereunder by one party to the other shall be in writing and shall be deemed to have been duly made and given upon date of delivery if delivered in person or by an overnight delivery or postal service, upon receipt if delivered by facsimile or e-mail transmission the receipt of which is confirmed by the recipient, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid. Super Cert Hosting's addresses and facsimile numbers for purposes of this Agreement are set forth in the welcome letter sent to Customer. Notices to Super Cert Hosting should be addressed to the attention of Customer's account manager identified in the welcome letter. Customer's addresses and facsimile numbers for purposes of this Agreement are set forth in Customer's order. Either party may change its address or facsimile number for purposes of this Agreement by notice in writing to the other party as provided herein.

G: Waiver. No failure or delay on the part of any party to exercise any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition of this Agreement.

H: Assignment; Successors. Customer may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Super Cert Hosting. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Super Cert Hosting may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Customer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted assigns.

I: Limitation of Actions. No action, regardless of form, arising by reason of or in connection with this Agreement may be brought by either party more than two years after the cause of action has arisen.

J: Force Majeure. Neither party shall be liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments due hereunder) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for a party to perform its obligations under this Agreement.

K: No Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, in any Person other than the parties hereto and their respective successors and permitted assigns.

L: Government Regulations. Customer shall not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Customer operates or does business.

16. Definitions.

For purposes of this Agreement, the following terms have the meanings specified below:

A: "Customer Content" means all data, graphics, text, names, marks, logos, hypertext links to other Web sites and other information incorporated in, transmitted through or published or displayed on the Customer Web site.

B: "Customer Web site" means Customer's site on the World Wide Web portion of the Internet which Super Cert Hosting will host on its equipment under the terms and conditions of this Agreement.

C: "End User" means any Person who accesses or uses the Customer Web site via the Internet.

D: "Super Cert Hosting Technology" means Super Cert Hosting's proprietary technology, including, without limitation, Super Cert Hosting services and Plans, software tools, hardware designs, algorithms, software (in source code and object code forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Super Cert Hosting or licensed to Super Cert Hosting from a third party), and also including any derivatives, improvements, enhancements, updates, modifications or extensions of Super Cert Hosting Technology conceived, reduced to practice or developed during the term of this Agreement by either party.

E: "Person" means and includes an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated association or organization, and a government or any agency or political subdivision thereof.

 

Copyright © 2003 Super Cert Hosting. All Rights Reserved.
SuperCertHosting.com is an Alpine Snow Company.