Please NOTE: by clicking the [Submit] button on our service request form, you have indicated that you have accepted the terms in the attached contract, which is identical to the online version. The following is sent to you for your record keeping purposes. Copies of this, and other AZC service contracts can be viewed at http://www.azc.com/htmls/policy.html VIRTUAL HOST SERVICE AGREEMENT AZC, Inc, also known as AZC.COM (AZC, we, us, our) and the Customer (you, your) agree to the following: 1.0 Definitions. 1.1 "Host" means a computer connected to the Internet. 1.2 "Virtual Host" means the disk space and software services provided to the Customer including, but not limited to, the HTTP service, FTP service, SMTP service, POP service, WebCard service, URL or Domain Forwarding service, server extensions, third-party software, and Web presence utilities. 1.3 "Physical Host" means the serving computers, hardware, operating system, and software necessary to operate and support the Virtual Host in accordance with this Agreement. 1.4 "Customer" means the person who ordered the Virtual Host service and has ownership and control rights and obligations for their Virtual Hosting service. The Customer will also be referred to as "You" throught this agreement. 1.5 "Customer Data" means all supporting data files and data structures provided by you for your Virtual Host. 1.6 "Plans" means proposals for offering various services to be provided by AZC, Inc, as listed on-line at: http://www.azc.com/htmls/plancomparison.html "Plans" does not include the use of our trademark. 2.0 Scope of Services. We will provide you with the following specific services: 2.1 Physical Host Hardware and Software Services -- We will provide the Physical Hosts and other computer and operating-system software to operate and support the Virtual Host in a manner acceptable in the industry. Although we will make reasonable efforts to protect and backup data for you on a regular basis, we are not responsible for Customer Data residing on the Virtual Host. You are ultimately and solely responsible for the backup of Customer Data stored on your Virtual Host. 2.2 Physical Host Set-Up and Updating -- We will configure the Virtual Host, and the Customer will load the Customer Data onto the server computers so as to create a fully functional Internet presence. After the Virtual Host is loaded, set up with the Customer Data, and is fully operational, the Customer will be responsible for all Web Server content management. 2.3 Physical Host Connection and Access -- We will provide all telecommunications equipment and network connections needed for the Virtual Host to provide public access to your site. We will make our best effort to provide uninterrupted Physical Host Connectivity and Access, except for scheduled maintenance downtime and any interruptions to Physical Host Connection and Access beyond our control, such as acts of nature, third-party equipment or transmission failures, or security breaches. 2.4 Maintenance Services -- We will perform maintenance services as we deem necessary, in order to maintain the continuous operation of the Virtual Host. You agree to periodically scheduled maintenance downtime periods. We will provide prior notice of any maintenance downtime, except when circumstances beyond our control limit our ability to do so. 2.5 Hardware, Equipment and Software -- You are responsible for and must acquire all computer, networking hardware, software programs, and Internet access services necessary to access our facilities. We make no representations, warranties, or assurances that your software and/or equipment will be compatible with our service. 3.0 Payment Terms. You agree to the following payment terms in consideration of the services provided: 3.1 All prices for Plans provided by us to the Customer are in US dollars. 3.2 Set-Up Fee -- You will pay us a one-time, non-refundable set-up fee according to our current Virtual Host Price Schedule, which is available on our web site or upon request. 3.3 Service Fee -- You will pay us a monthly Service Fee for the services we provide under this Agreement according to our current Virtual Host Price Schedule, which is available at the URL given above or upon request. The Service Fee is billed on either a quarterly or a yearly basis, depending on your plan type, starting from the release date of your Virtual Host, with the exception of WebCard sevices which are billed on a yearly basis. The Service Fee is subject to adjustment, with notice, according to the current Virtual Host Price Schedule. 3.4 Surcharge -- Each service plan that AZC offers comes with certain free default resources, with limits (such as disk space and data transfer) that are generous enough for most Web sites using shared Web hosting services. However, there are situations that may render the site's resource consumption to exceed certain default limits. To ensure fair usage of the shared computing resources, a high resource consuming account's excess usage in each category is continuously monitored, and its monthly usage peaks are recorded. At the beginning of the next month, the accrued surcharges become due, and a notice will be sent out to the owner of such a Web site(s). Surcharges must be paid in a timely manner, just like regular service fees. 3.5 Cancellation -- In the event you cancel your service for the budget, standard, business and/or commerce hosting plans, you will be charged on a prorated basis, minus any applicable bank service charged fees levied against AZC. In the event you cancel the service for a Webcard account, no refunds for unused time will be provided. In addition, web hosting accounts signed up with discounted promotional rates are entitled to cancellation rights under our 30 day money back guarantee. Following the 30 days, you will be required to carry out the rest of your contracted hosting term without the option for a refund. Likewise, web hosting accounts that are upgraded from a lower plan to a higher plan with discounted promotional rates are required to stay on the new plan for the duration of the initial hosting period. If such accounts are terminated before the end of their first billing period, no refund will be available. 3.6 Breach -- In the event we terminate this Agreement because of a breach in contract, we retain the right to charge an administrative fee and deduct said fee from the already collected Service Fees before refunding them to you. If the remaining balance is not sufficient to cover the aforementioned administrative fees, you will be invoiced for the balance, which will be due immediately. 3.7 Tax -- These fees are exclusive of any and all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the services provided under this Agreement. The Customer's income taxes and any sales or similar taxes on the sale of the Customer's products and services to end users shall be the sole responsibility of the Customer. 3.8 Credit Card Chargeback, Check Not Honored/Returned -- In the event of a charge back by a credit card company or other payment provider authorized by AZC, Inc, the following shall apply. In the event of a payment reversal for a domain registration, ownership of the domain name shall be transferred to AZC, Inc. as the paying entity for the registration. AZC, Inc. may reinstate your domain name registration at its sole discretion upon its receipt of the registration or renewal fee and an applicable reinstatement fee. The current reinstatement fee is $100. In the event of a payment reversal for a hosting subscription period, all hosting services will be immediately suspended and all site presence services, including email service, will be disrupted. AZC will reinstate Service at its sole discretion upon receipt of full payment for any and all delinquent hosting fees. In addition, a reinstatement fee will be applicable for sites that are delinquent for over 56 days. The fee for reinstating such Service is currently $50. 4.0 Representations and Warranties. Our obligations under this Agreement are conditional upon the following representations and warranties: 4.1 Compliance with Law -- You represent and warrant that you will comply with all applicable US state and federal laws in your performance of this Agreement and in the use and operation of the Virtual Host, including laws governing technology, software and trade secrets. 4.2 Authority to Contract -- You represent and warrant that you have full authority and right to enter into this Agreement and that there are no conflicting claims relating to the rights granted by this Agreement. 4.3 Non-Infringement -- You represent and warrant that your performance of this Agreement and usage of the Web Service, including the software or data files, shall not infringe the intellectual property or other proprietary rights of any third party. 4.4 Our Performance -- We represent and warrant that our services shall be performed in a professional manner, and the computer servers will be operated in accordance with our obligations as defined by this Agreement. 4.5 Disclaimer of Warranties -- EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED ABOVE, WE MAKE NO WARRANTY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. ALL SERVICES ARE PROVIDED ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. 5.0 Usage Risk and Liabilities. 5.1 Risk -- You expressly agree that use of our Virtual Host is at your own risk. Neither we, our employees, affiliates, agents, third-party information providers, merchants, licensors or the like, guarantee that our service will be uninterrupted or error free; nor do we make any warranty as to the results that may be obtained from the use of our service or as to the accuracy, reliability or content of any information serviced or merchandise contained in or provided through our service, unless otherwise expressly stated in this Agreement. 5.2 Liabilities -- Under no circumstances, including negligence, will we, our officers, agents or anyone else involved in creating, producing or distributing our service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or inability to use our service. Furthermore, we will not be liable for results from mistakes, omissions, interruptions, deletions of files, errors, defects, delays in operation or transmission, or failure of performance whether or not limited to acts of nature, communication failure, theft, destruction of or unauthorized access to our records, programs or services. You acknowledge that this paragraph shall apply to all content on your Virtual Host. 5.3 Remedy -- Your exclusive remedy for all damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) will not (a) exceed the actual dollar amount which you paid during the 12-month period prior to the date the cause of action arose, or (b) include any incidental, consequential, extemporaneous or punitive damages of any kind, including without limitation, loss of data, files, profit, good will, time, savings or revenue. 6.0 Terms and Termination. The following describes the effective date, duration and methods of termination: 6.1 Effective Date -- The Effective Date of this Agreement is the the date your service commences. 6.2 Duration -- This Agreement will commence on the Effective Date and continue on a subscription period-to-period basis. 6.3 Termination for Convenience -- Subject to Section 3.3, you may terminate this Agreement at any time for your convenience by providing us with advance written notice. Written notice by email must contain authentication codes as required by AZC's billing requirements, which may include, but are not limited to, Customer ID, PIN, account login and password, or any other devices that can be used to establish and verify the requester's identity. Failure to provide authentication info as required renders the cancellation request as invalid and no actions will be taken on the AZC's part. 6.4 Breach or Default -- The following constitute a breach or default of this Agreement by the Customer: a. failure to pay any service fees due by the end of the second week after the due date b. violation of Section 8.0 c. violation of 9.3 d. violation of Sections 4.1, 4.2 or 4.3. 6.5 Special Lien on Personal Property -- We retain a special lien on all of the Customer's property in our possession in order to secure any payment amount owed to us under this Agreement. 7.0 Ownership Rights and Confidentiality 7.1 Ownership Rights -- We acknowledge that all rights, title and interest in the Customer Data shall be solely owned by the Customer. The Customer will be solely responsible for any and all content placed on the customer's site, and for any consequences that may result from such placement. The Customer further warrants the legal ownership of the copyrights of all content materials, or the permission to use the copyrighted materials in question has been granted by the copyright owner. Images provided in the WebCard service plan are copyrighted and licensed materials. As such, they are only licensed for use in the Webcard service plan and may not be copied or duplicated in any manner whatsoever. The owners or licensors of the images retain all rights and have not transferred any such rights to the Customer. The owners of the images or licensors retain the right to withdraw these images at any time. Likewise, we own or have licensed all our server software. In the event that we elect, at our discretion, to provide custom software to you, this software will be licensed to you for use only on a Virtual Host on a non-exclusive, royalty-free, fully-paid basis according to the terms of this Agreement. In addition, we own all rights, title and interest in our trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of Plans and of the hardware, software, and resources necessary to provide the individual service elements of which they consist. This Agreement does not constitute a license to the Customer to use our trade names or service marks or images licensed to us by other intellectual property owners. The use by the Customer of the other property rights mentioned here is authorized only for the purposes of marketing and reselling Plans by the Customer. 7.1 Non Disclosure -- You acknowledge that by reason of your relationship with us, you may have access to certain information and materials relating to our business, plans, customers, software technology, and marketing strategies that are confidential and of substantial value to us, and which value would be impaired if such information were disclosed to third parties. You agree that you will not use in any way, for you own account nor for the account of any third party, nor disclose to any third party, any such information revealed to you by us. You further agree that you will take every reasonable precaution to protect the confidentiality of such information. In the event of termination of this agreement, there shall be no use or disclosure by you of any such confidential information in your possession, and all confidential materials shall be returned to us or destroyed. The provisions of this section shall survive the termination of the agreement for any reason. Upon any breach or threatened breach of this section, we shall be entitled to injunctive relief, which relief shall not be contested by you. 8.0 Activities Subject to Immediate Deactivation. Any Virtual Host that is used for Illegal, Abusive or Unethical Activity may be immediately deactivated by us without warning. Illegal, Abusive or Unethical Activities include, but are not limited to: pornography, obscenity, nudity, violations of privacy, hacking, computer viruses, gambling, unlicensed use of images, or promotion of gambling, sending Unsolicited Commercial Electronic Mail messages (aka Spam. see Section 9.3), and any harassing or harmful materials or uses, as determined by us. You agree to indemnify and hold us harmless from any and all claims resulting from your publications or use of Illegal, Abusive or Unethical materials. Although we will make reasonable efforts to alert you of such offenses and allow you an opportunity to rectify them within a 12-hour period following their discovery, we are not required to give notice before deactivating your use of our services if, in our opinion, your usage is, or results in Illegal, Abusive or Unethical activities. If a Virtual Host is disabled, the regular monthly fees still apply. Sending Unsolicited Emails (SPAM) will be regarded as an "Abusive" activity and as such, will not require additional notice before deactivating your site as such notice has been already explicitly given in our Acceptable Usage Policies and in the following sections 9.2 and 9.3 of this agreement. 9.0 Miscellaneous. 9.1 Public Nature of Internet -- Please understand that all information submitted on the Virtual Host shall be considered publicly accessible. Important and private information should be protected by you. We are not liable for the protection or privacy of electronic mail or other information transferred through the Internet, or any other network provider that you may use. 9.2 Domain Name Reservation Services -- If you have chosen to register a domain name with AZC, you will need to review and agree to our "Domain Name Registration Service Agreement" . 9.3 Email Services -- You agree to abide by the "Email Service Terms and Conditions" before activation of email services offered by AZC. The "Terms and Conditions" will be presented to you before you have a chance to activate such services. 9.4 Unsolicited Electronic Mail -- You are expressly prohibited from sending unsolicited bulk mail messages ("junk mail" or "spam") from and/or about your Virtual host(s). This includes, but is not limited to, bulk-mailing of commercial advertising, informational announcements, political tracts, and other mails sent to users the customer does not have a pre-existing business realtionship with. Such material may only be sent to those who have specifically requested it, through active "opt-in" mechanisms. Malicious or threatening email is also prohibited. Although we will make reasonable efforts to alert you to such activities and allow you an opportunity to cure them within a 12-hour period following their discovery, we reserve the right to immediately deactivate your usage of our service if we discover such activity. Furthermore, you agree to indemnify and hold us harmless from any claim resulting from your use or distribution of electronic mail services through the service provided through this Agreement. In addition, you also agree to allow us to block mail from Hosts known to produce spam. 9.5 Governing Law and Attorneys' Fees -- This Agreement will be interpreted and applied in accordance with the laws of the State of California, without regard to the conflicts of law provisions. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and/or attorneys' fees, whether or not a suit is actually filed. 9.6 Control and Ownership of IP -- We maintain and control ownership of all IP numbers and addresses that may be assigned to you, and we reserve the right to change or remove any and all IP numbers and addresses at our sole discretion. 9.7 Excessive CPU Usage -- Virtual Hosts which use CPU processing capacity on the Physical Host in excess of the designed processing capacity will be subject to immediate deactivation at our discretion. 9.8 Resale of Services and Flow-down of Obligations -- You may resell space on your own Virtual Hosts but you must first oblige any such resale to the same terms of this Agreement and incorporate into that resale all of our rights, including our rights regarding content and activity. 9.9 Age -- You certify that you are at least 18 years of age. 9.10 Transfer -- You may not transfer or assign this Agreement without the written consent of AZC, Inc. 9.11 Relationship of the parties -- The relationship between us and the Customer is that of vendor and vendee. They shall not be construed as being joint ventures, franchiser/franchisee, or employer/employee. This agreement is a commercial agreement between businesses, not a consumer agreement. The Customer has no authority, apparent or otherwise, to contract for or on our behalf, or in any other way legally bind us in any fashion. Likewise, the Customer shall not be authorized to make any representations about us or our services other than to set forth our responsibilities as outlined in this agreement. 9.12 Services provided by us to the Customer shall be deemed accepted for all purposes thirty days after presentation of invoice for such services, if no written claim or objection regarding such services has been received by us within the 30-day period. No claim related to such accepted services shall be raised. This instrument supersedes any other agreement or understanding between the parties, whether written or verbal.