Welcome to Web System Consulting's web hosting services. This Hosting Agreement governs your purchase and use, in any manner, of all web hosting services, including the VPS Hosting Services and the Dedicated Hosting Services, (collectively, the "Services") as described in the Order Form, ordered by you and accepted by Web System Consulting, and describes the terms and conditions that apply to such purchase and use of the Services. For purposes of this Agreement, the VPS Hosting Services include the E-Commerce Services. You must register and accept the terms of this Agreement in order to use the Services. BY ACCEPTING THIS AGREEMENT, AND REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AS WELL AS ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE.

Web System Consulting reserves the right to change or modify any of the terms and conditions contained in this Agreement, and any policy or guideline incorporated by reference at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Any changes or modification will be effective upon posting of the revisions on the websycon.com or websystemconsulting.com web sites (the "Web Site"). Web System Consulting will post a notice of such changes or modifications to this Agreement or the Addendum on the Web Site for thirty (30) days. Web System Consulting may post changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Web System Consulting's posting of any changes or modifications will constitute your acceptance of such changes or modifications. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF ANY MODIFICATION, DO NOT CONTINUE TO USE THE SERVICES AND IMMEDIATELY NOTIFY Web System Consulting OF YOUR TERMINATION OF THIS AGREEMENT IN THE MANNER DESCRIBED IN SECTION 1B BELOW.

   1. Term and Payment for Services

         1. Term

            This Agreement shall be for an "Initial Term" of either (a) thirty (30) days if you register for VPS Hosting Services, or (b) six (6) months from the order date if you register for Dedicated Hosting Services, or (c) as otherwise chosen by you in the Order Form, located on the Site, at the time you register for the Services. This Agreement will be automatically renewed (the "Renewal Term") at the end of the Initial Term for the same period as the Initial Term unless you provide Web System Consulting with notice of termination either (a) at least seven (7) days prior to the end of the Initial Term or the Renewal Term, whichever is then applicable, if you registered for and are receiving VPS Hosting Services or (b) at least thirty (30) days prior to the end of the Initial Term or Renewal Term, whichever is then applicable, if you registered for and are receiving Dedicated Hosting Services or have pre-paid for a one year period of VPS Hosting Services. You must provide Web System Consulting with your notice of termination by canceling your service by speaking with an account manager. Upon canceling your service, you will be asked to provide Web System Consulting with sufficient customer identification information so that Web System Consulting may properly identify you and your account. Any notice of termination will be effective upon Web System Consulting's receipt thereof.

         2. Termination Policy

            If you terminate your receipt of the Services prior to the end of the Initial Term or the Renewal Term, whichever is then applicable, (a) Web System Consulting shall not refund to you any fees paid in advance of such termination and (b) you shall be required to pay the lesser of three (3) times the standard monthly charge or 100% of Web System Consulting's standard monthly charge for each month remaining in the term, unless otherwise expressly provided herein. Your termination request must be submitted to Web System Consulting in the manner described in Section 1A. Web System Consulting may terminate this Agreement at any time and for any reason by providing to you thirty (30) days prior written notice of termination. If Web System Consulting terminates this Agreement, Web System Consulting shall refund to you the pro-rata portion of pre-paid fees attributable to Services not yet rendered as of the termination date unless otherwise expressly provided herein.

         3. Liability and Obligations on Termination

            Should the Agreement expire or be terminated for any reason, Web System Consulting will not be liable to you because of such expiration or termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with your business, or for any other reason whatsoever flowing from such termination or expiration. Any termination of this Agreement shall not relieve you of any obligations to pay fees and costs accrued prior to the termination date and any other amounts owed by you to Web System Consulting as provided in this Agreement.

        4. Charges

            You agree to pay for all charges attributable to your use of the Services at the then current Web System Consulting prices, which shall be exclusive of any applicable taxes. You shall be responsible for the payment of all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services. You shall be responsible for paying any banking fees associated with the Services, including but not limited to returned check fees, chargeback fees, wire transfer fees, and processing fees. Your account will be assessed a returned check fee for each returned check associated with your account, a chargeback fee for each credit card chargeback associated with your account, and a wire transfer fee for each payment received by wire transfer. These fees are non-refundable and subject to change without notice.

        5. Payment

            All charges for Services must be paid in advance according to the then current price applicable to the Services. Upon registration for VPS Hosting Services or Dedicated Hosting Services, you must choose to pay for the Services either by credit card or upon your receipt of an invoice. If you choose to pay by credit card upon registering for VPS Hosting Services or Dedicated Hosting Services, you thereby authorize Web System Consulting to charge your credit or debit card to pay for any charges that may apply to your account. You agree that Web System Consulting may accumulate any supplemental charges, as described in the Order Form, incurred by you in your use of the Services ("Supplemental Charges") until such charges exceed $10 and then charge your card. You must notify Web System Consulting of any changes to your card account (including, without limitation, applicable account number or cancellation or expiration of the account), your billing address, or any information that may prohibit Web System Consulting from charging your account. If you choose to be invoiced upon registration for VPS Hosting Services or Dedicated Hosting Services, Web System Consulting will send an invoice to you for the Services applicable to the period for which you have registered for the Services. Web System Consulting may also send periodic invoices to you for any applicable Supplemental Charges associated with your use of the Services. You agree to pay to Web System Consulting the amount indicated in each invoice by the due date reflected on the invoice. If you fail to pay any fees and taxes within ten (10) days from applicable due date for credit card or invoice payments, late charges of the lesser of one and one-half per cent (1.5%) per month or the maximum allowable under applicable law shall also become payable by you to Web System Consulting. In addition, your failure to fully pay any fees and taxes within ten (10) days after the applicable due date will be deemed a material breach of this Agreement, justifying Web System Consulting's suspension of its performance of the Services and/or termination of this Agreement. You are responsible for any fees associated with reinstated of Services. Any such termination would not relieve you from paying past due fees plus interest. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys' fees, court costs and collection agency fees.

   2. Use of Services

        1. Applicable Policies

            The Web System Consulting Acceptable Use Policy governs the general policies and procedures for use of the Services. Web System Consulting's Privacy Policy governs how Web System Consulting collects, stores, processes and uses information associated with your use of the Services. The Acceptable Use Policy and the Privacy Policy are posted on Web System Consulting's web site and may be updated from time to time. YOU SHOULD CAREFULLY READ THE ACCEPTABLE USE POLICY. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE ACCEPTABLE USE POLICY AND ANY MODIFICATIONS THERETO. Web System Consulting RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT FOR ANY VIOLATION OF THE USAGE GUIDELINES OR THIS AGREEMENT.

        2. Account Information

            You agree to provide Web System Consulting with accurate and updated account information. This includes but is not limited to name, address, phone number, e-mail address, and payment information. It is not Web System Consulting's responsibility if we are unable to contact you as a result of inaccurate account information.

        3. Material and Product Requirements

            You must ensure that all material and data placed on Web System Consulting's equipment is in a condition that is "server-ready," which is in a form requiring no additional manipulation by Web System Consulting. Web System Consulting will make no effort to validate any of this information for content, correctness or usability. In the event that your material is not "server-ready", Web System Consulting has the option at any time to reject this material. Web System Consulting will notify you of its refusal of the material and afford you the opportunity to amend or modify the material to satisfy the needs and/or requirements of Web System Consulting. Use of the Services requires a certain level of knowledge in the use of Internet languages, protocols and software. This level of knowledge varies depending on the anticipated use and desired content of your web site. You must have the necessary knowledge to create and maintain a web site. It is not Web System Consulting's responsibility to provide this knowledge or customer support outside of the Services agreed to by you and Web System Consulting.

        4. Bandwidth, Storage, and E-Mail Usage

            You agree that use of the Services hereunder will not exceed the bandwidth, storage and e-mail usage limits set out in the Order Form. If you use any bandwidth or storage space in excess of the agreed upon number of megabytes per month or if you exceed E-Mail storage and attachment size limitations, Web System Consulting may, in its sole discretion, assess you with additional charges, suspend the performance of the Service, or terminate this Agreement. In the event that Web System Consulting elects to take any corrective action, you will not be entitled to a refund of any unused pre-paid fees.

        5. Domain Names

            As part of the Services, you will provide Web System Consulting with a registered domain name or names or Web System Consulting will register such domain name(s) selected by you, provided that such domain name is available for registration and does not violate any Register.com or other registration services' policies, or any law or regulation. You agree to promptly reimburse Web System Consulting for any fees paid by Web System Consulting to Register.com or other registration services with respect to the registration and maintenance of such domain name(s). In the event of any dispute or cause of action arising out of or related to your domain name used in connection with the Services, upon your request Web System Consulting will attempt to register with Register.com or other registrar an alternative domain name chosen by you. You agree to be bound by the terms of Register.com's then current domain name policy and/or the policies of the national DNS registration authorities to which you become subject upon registration of your domain name. The inability to use a domain name shall not entitle you to a refund by Web System Consulting of any fees paid with respect to the registration of such unusable domain name.

   3. Intellectual Property Rights

        1. Your License Grant to Web System Consulting

            You hereby grant to Web System Consulting a non-exclusive, worldwide, and royalty-free license for the Initial Term and the Renewal Term, if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use your content as necessary for the purposes of rendering and operating the Services to you under this Agreement. You expressly (a) grant to Web System Consulting a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.

        2. Your Warranties And Representations to Web System Consulting

            You warrant, represent, and covenant to Web System Consulting that (a) you are at least eighteen (18) years of age; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party web sites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (g) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

        3. Web System Consulting Materials And Intellectual Property

            All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Web System Consulting or its suppliers or agents pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by Web System Consulting to provide the Services to you, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto shall remain the sole and exclusive property of Web System Consulting or its suppliers. Web System Consulting shall also maintain and control ownership of all Internet protocol ("IP") numbers and addresses that may be assigned to you by Web System Consulting. Web System Consulting reserves, in its sole discretion, the right to change or remove any and all such IP numbers and addresses.

   4. Enforcement

        1. Investigation of Violations

            Web System Consulting may investigate any reported violation of this Agreement, its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers and/or third parties. Web System Consulting will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process.

        2. Actions

            Web System Consulting reserves the right and has absolute discretion to restrict or remove from its servers any content that violates this Agreement or related policies, or is otherwise objectionable or potentially infringing on any third party's rights or in potentially violation of any laws. In the event of becoming aware of any possible violation by you of this Agreement, any related policies, third party rights or laws, Web System Consulting may immediately take corrective action, including, but not limited to, (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on Web System Consulting's systems, and/or (d) disabling or removing any hypertext links to third-party web sites, any of your content distributed or made available for distribution via the Services, or other content not supplied by Web System Consulting which, in Web System Consulting's sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes Web System Consulting to civil or criminal liability or public ridicule. It is Web System Consulting's policy to terminate repeat infringers. The above stated rights of action, however, do not obligate Web System Consulting to monitor or exert editorial control over the information made available for distribution via the Services. In the event Web System Consulting takes corrective action due to such possible violation, Web System Consulting shall not be obligated to refund to you any fees paid in advance of such corrective action.

        3. Disclosure Rights

            To comply with applicable laws and lawful governmental requests, to protect Web System Consulting's systems and customers, or to ensure the integrity and operation of Web System Consulting's business and systems, Web System Consulting may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on Web System Consulting's servers and systems. Web System Consulting also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. To the extent any inconsistency exists between any terms of Web System Consulting's Privacy Policy and Web System Consulting's right disclose under this section, Web System Consulting's right to disclose under this section will control.

   5. Disclaimed Warranties

      You acknowledge and agree that Web System Consulting exercises no control over, and accepts no responsibility for, the content of the information passing through Web System Consulting's host computers, network hubs and points of presence, or the Internet. ALL SERVICES PERFORMED HEREUNDER ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, Web System Consulting DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.

   6. Limitation and Exclusion ofLiability

        1. Limitations

            IN NO EVENT SHALL Web System Consulting OR ITS SUPPLIERS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. NEITHER Web System Consulting NOR ITS SUPPLIERS SHALL HAVE LIABILITY WITH RESPECT TO Web System Consulting'S OBLIGATIONS UNDER THIS AGREEMENT, THE ADDENDUM OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF Web System Consulting HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE FOREGOING LIMITATION OR EXCLUSIONS MAY NOT APPLY TO YOU. IN ANY EVENT, THE LIABILITY OF Web System Consulting AND ITS SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO Web System Consulting BY YOU UNDER THIS AGREEMENT AND THE ADDENDUM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY Web System Consulting HEREUNDER HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU HEREBY RELEASE Web System Consulting AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIM IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 6A.

        2. Interruption of Service

            You hereby acknowledge and agree that Web System Consulting and its suppliers will not be liable for any temporary delay, outages or interruptions of the Services. Further, Web System Consulting shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).

   7. Indemnification

      You hereby release and hold harmless, and agree to indemnify, Web System Consulting and its affiliates and suppliers (and their respective employees, directors and representatives) against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Web System Consulting or its suppliers, arising out of or relating to (a) your violation or breach of any term, condition, representation or warranty of this Agreement, the Addendum or any applicable policy or guideline; (b) your improper or illegal use the Services; or (c) your violation, alleged violation, or misappropriation of any intellectual property right (including, without limitation, trademark, copyright, patent, trade secrets) or non-proprietary right of a third party (including, without limitation, defamation, libel, violation of privacy or publicity).

   8. MISCELLANEOUS PROVISIONS

        1. Entire Agreement

            This Agreement and all policies incorporated herein by reference, constitutes the entire agreement between you and Web System Consulting with respect to the subject matter hereof and there are no representations, understandings or agreements which are not fully expressed in this Agreement and the related policies.

        2. No Fiduciary Relationship; No Third-Party Beneficiaries

            Web System Consulting is not the agent, fiduciary, trustee or other representative of you. Except for the rights of Web System Consulting's suppliers under sections 6 and 7 hereof, nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto.

        3. Amendments

            Except as expressly provided in this Agreement, no amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by the parties.

        4. Identification

            Web System Consulting may, free of any obligation to pay compensation, use your name and identify you as a Web System Consulting client, in advertising, publicity, or similar materials distributed or displayed to prospective clients.

        5. Choice of Law and Forum

            THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN Santa Clara County, California, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.

        6. Compliance With Laws

            You shall at all times comply with all applicable laws and regulations and shall indemnify and save Web System Consulting harmless from your failure to so comply. You agree that Web System Consulting shall not have to perform any obligations set forth in this Agreement if such performance would violate any present or future law, regulation or policy of any applicable government.

        7. Non-Assignment

            You may not assign this Agreement or any right or obligation hereunder, by operation of law or otherwise, without Web System Consulting's prior written consent. Web System Consulting may assign its rights and obligations under this Agreement, and may utilize affiliate and/or agents in performing its duties and exercising its rights hereunder, without your consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

        8. No Waiver

            Web System Consulting's failure to enforce the strict performance of any provision of this Agreement or the Addendum will not constitute a waiver of Web System Consulting's right to subsequently enforce such provision or any other provisions hereunder or thereunder.

        9. Severability

            Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement and the Addendum, if applicable, shall nonetheless remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.

        10.Headings

            The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.

        11.Survival

            All provisions of this Agreement and the Addendum relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration hereof and thereof.