PageKeeper Service Terms of Service Agreement (TOS)
1. Term and Payment for Services
2. Use of Services
3. Enforcement
4. Intellectual Property Rights
5. Warranty: Warranty Disclaimer
6. Limitation and Exclusion of Liability
7. Indemnification
8. Miscellaneous

You must accept the terms of this Agreement in order to use the Services.

NOTWITHSTANDING, BY 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 ACCEPTABLE USE POLICIES INCORPORATED BY REFERENCE.

PageKeeper Service reserves the right to change or modify any of the terms and
conditions contained in this Agreement, any Addendum 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 PageKeeper Service Web site (the "Site"). Your continued use of
Services following PageKeeper Service 's posting of any changes or modifications
will constitute your acceptance of such changes or modifications.


1. TERM AND PAYMENT FOR SERVICES

1.1. Term

This Agreement shall be for an "Initial Term" as chosen by you in the Order Form
located on this 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 PageKeeper Service with
notice of termination thirty (30) days prior to the end of the Initial Term or the
Renewal Term.

1.2. 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) PageKeeper Service will not
refund to you any fees paid in advance of such termination and (b) you shall be
required to pay 100% of PageKeeper Service's standard monthly charge for each
month remaining in the term, unless otherwise expressly provided in this Agreement.
Notwithstanding the foregoing, if you terminate your receipt of Shared Hosting
Services prior to the end of the first thirty (30) days of the Initial Term, you
are entitled to a refund of the fees you paid in advance for the monthly Services,
not including any setup fees. Your termination request or notice must be submitted
to PageKeeper Service in the manner described in Section 1.1. PageKeeper Service
may terminate this Agreement at any time and for any reason by providing to you
written notice thirty (30) days prior to the date of termination. If PageKeeper
Service terminates this Agreement, PageKeeper Service will refund to you the
pro-rata portion of prepaid fees attributable to Services (excluding setup fees)
not yet rendered as of the termination date unless otherwise expressly provided in
this Agreement.

1.3 Default and Cure

In the event that either party hereto defaults in the performance of any of its
material duties or obligations under this Agreement, including failure to make any
payments due under this Agreement, and such default is not cured within five (5)
days after written notice is given to the defaulting party specifying the default,
then the party not in default, after given written notice thereof to the defaulting
party, may terminate this Agreement.

1.4. Charges

You agree to pay for all charges attributable to your use of the Services at the
then current PageKeeper Service prices, which shall be exclusive of any applicable
taxes. You are 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, other than taxes based on PageKeeper Service's net income.

1.5. Payment

All charges for Services must be paid in advance according to the then current
prices applicable to the Services. Upon entering this Agreement, you must choose
to pay either by direct charge to a credit or debit card. If you choose to pay by
credit or debit card upon registering for the Services, you thereby authorize
PageKeeper Service to charge your credit or debit card to pay for any charges that
may apply to your account. You must notify PageKeeper Service 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 PageKeeper Service from charging your account.
PageKeeper Service may also create periodic invoices for any applicable
Supplemental Charges associated with your use of the Services. You agree to pay to
PageKeeper Service the amount indicated in each invoice by the due date reflected
on that invoice. If you fail to pay any fees and taxes by the 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 but at no
time less than $15 shall also become payable by you to PageKeeper Service . In
addition, your failure to fully pay any fees and taxes within three (3) days after
the applicable due date will be deemed a material breach of this Agreement, and
PageKeeper Service may, in addition to any other remedy it may have: (i) suspend
its performance of the Services and/or terminate this Agreement: and/or (ii) At
the time of such nonpayment, PageKeeper Service may, delete any and all content
from the PageKeeper Service Servers. Any such suspension or termination of the
Services 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

2.1. Applicable Use Policy

The PageKeeper Service Acceptable Use Policy (the "Usage Policy") govern the
general policies and procedures for use of the Services. The Usage Policy is posted
on PageKeeper Service's Web site (or such other location as PageKeeper Service may
specify) and may be updated from time-to-time.

YOU SHOULD CAREFULLY READ THE USAGE POLICY. BY USING THE SERVICES, YOU AGREE TO BE
BOUND BY THE TERMS OF THE USAGE POLICY AND ANY MODIFICATIONS. PAGEKEEPER SERVICE
RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT FOR ANY VIOLATION OF THE USAGE POLICY
OR THIS AGREEMENT.

2.2. Material and Product Requirements

Unless we have agreed otherwise in a separate agreement, you must ensure that all
material and data placed on PageKeeper Service's equipment is in a condition that
is "server-ready," which is in a form requiring no additional manipulation by
PageKeeper Service . PageKeeper Service will make no effort to validate any of this
information for content, correctness or usability. If your material is not
"server-ready", PageKeeper Service has the option at any time to reject this
material. PageKeeper Service 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 PageKeeper Service . 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 PageKeeper Service 's responsibility to provide this knowledge or
customer support outside of the Services agreed to by you and PageKeeper Service.

2.3. Bandwidth and Storage Usage

You agree that use of the Services under this Agreement will not exceed the
bandwidth and storage usage limits set out. If you use any bandwidth or storage
space in excess of the agreed upon number of gigabytes per month, you agree to pay
the associated additional charges.


3. ENFORCEMENT

3.1. Investigation of Violations

PageKeeper Service may investigate any reported or suspected 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. PageKeeper Service 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.

3.2. Actions

PageKeeper Service reserves the right and has absolute discretion to restrict or
remove from its servers any content that violates this Agreement or related
policies or guidelines, or is otherwise objectionable or potentially infringing on
any third party's rights or potentially in violation of any laws. If we become
aware of any possible violation by you of this Agreement, any related policies or
guidelines, third party rights or laws, PageKeeper Service 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 PageKeeper Service '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 PageKeeper Service which, in PageKeeper Service 's sole discretion,
may violate or infringe any law or third-party rights or which otherwise exposes or
potentially exposes PageKeeper Service to civil or criminal liability or public
ridicule. It is PageKeeper Service 's policy to terminate repeat infringes.
PageKeeper Service's right to take corrective action, however, does not obligate
us to monitor or exert editorial control over the information made available for
distribution via the Services. If PageKeeper Service takes corrective action due
to such possible violation, PageKeeper Service shall not be obligated to refund to
you any fees paid in advance of such corrective action.

3.3. Disclosure Rights

To comply with applicable laws and lawful governmental requests, to protect
PageKeeper Service 's systems and customers, or to ensure the integrity and
operation of PageKeeper Service 's business and systems, PageKeeper Service 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 PageKeeper Service's servers and systems. PageKeeper Service 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.


4. INTELLECTUAL PROPERTY RIGHTS

4.1. Your License Grant to PageKeeper Service

You hereby grant to PageKeeper Service a non-exclusive, worldwide, and royalty-free
license for the Initial Term and any Renewal Term to use your content as necessary
for the purposes of rendering and operating the Services to you under this
Agreement. You expressly (a) grant to PageKeeper Service 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.

4.2. PageKeeper Service 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 PageKeeper
Service or its suppliers or agents pursuant to this Agreement, and any know-how,
methodologies, equipment, or processes used by PageKeeper Service to provide the
Services to you, including, without limitation, all copyrights, trademarks,
patents, trade secrets and other proprietary rights are and will remain the sole
and exclusive property of PageKeeper Service or its suppliers, including but not
limited to any software programs, inventions, products and/or technology
innovations and methodologies utilized, developed, or disclosed by PageKeeper
Service during the term of this Agreement. Unauthorized copying, reverse
engineering, decompiling, and creating derivative works based on the any such
software is expressly forbidden except as permitted in this Agreement. You may be
held legally responsible for violation of any patent rights, copyright or trade
secret rights that is caused or encouraged by failure to abide by the terms of
this Agreement.

4.3. Trademarks

You hereby grant to PageKeeper Service a limited right to use your trademarks, if
any, for the limited purpose of permitting PageKeeper Service to fulfill its duties
under this Agreement. This is not a trademark license and no other rights relating
to the trademarks are granted by this Agreement. Specifically, but without
limitation, the rights granted by this Agreement do not include the right to
sub-license use of your trademarks or to use your trademarks with any other
products or services outside the scope of the Services provided under this
Agreement. The limited trademark use rights granted under this section terminate
upon termination of this Agreement.


5. WARRANTY: WARRANTY DISCLAIMER

5.1. Customer and/or Third Party Acts

PageKeeper Service is not responsible in any manner for any non-confirming Services
to the extent caused by you or your customers. In addition, PageKeeper Service is
not responsible for loss or corruption of data in transmission, or for failure to
send or receive data due to events beyond PageKeeper Service's reasonable control.

5.2. No Express or Implied Warranty

ALL SERVICES, SYSTEMS AND PRODUCTS PROVIDED BY PAGEKEEPER SERVICE UNDER THIS
AGREEMENT ARE PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY IN FACT OR IN LAW,
WHATSOEVER. YOU ACKNOWLEDGE AND AGREE THAT PAGEKEEPER SERVICE EXERCISES NO
CONTROL
OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION PASSING
THROUGH PAGEKEEPER SERVICE's COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE, OR THE
INTERNET. PAGEKEEPER SERVICE DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES
WILL BE UNINTERRUPTED OR ERROR-FREE, OR COMPLETELY SECURE, AND DOES NOT MAKE ANY
WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADE SECRET OR TRADEMARK
INFRINGEMENT. ALL SERVICES PERFORMED UNDER THIS AGREEMENT 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, PAGEKEEPER SERVICE 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, OR CONDITIONS OF
QUALITY, AND ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADESECRET OR
TRADEMARK INFRINGEMENT.

5.3 Your Warranties and Representations to PageKeeper Service

You warrant, represent, and covenant to PageKeeper Service that (a) you are at
least eighteen (18) years of age or are a duly organized and validly existing
entity: (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 and/or any software that
you install or provide 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.


6. LIMITATION AND EXCLUSION OF LIABILITY

6.1. Limitations

IN NO EVENT SHALL PAGEKEEPER SERVICE HAVE ANY LIABILITY WHATSOEVER FOR DAMAGE,
UNAUTHORIZED ACCESS TO, ALTERATION, THEFT OR DESTRUCTION OF INFORMATION PROVIDED
TO PAGEKEEPER SERVICE , DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE
SERVICES. PAGEKEEPER SERVICE SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR
OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES
EVEN IF PAGEKEEPER SERVICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN
ANY EVENT, THE LIABILITY OF PAGEKEEPER SERVICE TO YOU FOR ANY REASON AND UPON ANY
CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO PAGEKEEPER SERVICE
BY YOU UNDER THIS AGREEMENT DURING THE THIRTY (30) DAYS 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 PAGEKEEPER SERVICE UNDER THIS AGREEMENT HAVE BEEN AND
WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU HEREBY
RELEASE PAGEKEEPER SERVICE FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIM IN
EXCESS OF THE LIMITATION STATED IN THIS SECTION 6.1. BECAUSE SOME STATES DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

6.2. Interruption of Service

You hereby acknowledge and agree that PageKeeper Service will not be liable for any
temporary delay, outages or interruptions of the Services. Further, PageKeeper
Service 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).

6.3. Maintenance

You hereby acknowledge and agree that PageKeeper Service reserves the right to
temporarily suspend services for the purposes of maintaining, repairing, or
upgrading its systems and network. PageKeeper Service will use best efforts to
notify you of pending maintenance however at no time is under any obligation to
inform you of such maintenance.


7. INDEMNIFICATION

You will defend, indemnify and hold harmless PageKeeper Service and its officers,
directors, shareholders, employees, consultants, agents, affiliates and suppliers
(an "Indemnity") from any and all threatened or actual claims, demands, causes of
action, suits, proceedings (formal or informal), losses, damages, fines, penalties,
liabilities, costs and expenses of any nature, including attorneys' fees and court
costs, sustained or incurred by or asserted against any Indemnity by any person,
firm, corporation, governmental authority, partnership or other entity by reason of
or arising out of or relating to: (i) your violation or breach of any term,
condition, representation or warranty of this Agreement or any applicable policy or
guideline: (ii) your conduct, including but not limited to your negligence, gross
negligence, or willful misconduct: (iii) your use of the Services, including any
improper or illegal uses: (iv) any claim by a former employee of yours whose
employment has been or may be terminated in connection with or as a result of the
execution of this Agreement and performance of the Services by PageKeeper Service:
or (v) any claim relating to your services or products, or your installation and/or
use of any third-party software, including but not limited to advertising, product
liability claims or infringement of any trademark, copyright, patent, trade secrets
or nonproprietary right of a third party (including, without limitation, defamation
libel, or violation of privacy or publicity).


8. MISCELLANEOUS

8.1 Confidentiality

The parties each agree that all Confidential Information (as defined below)
communicated to it by the other is done so in confidence and will be used only for
the purposes of this Agreement and will not be used to compete with the other party
or disclosed to any third party without the prior written consent of the other
party except as permitted under this Agreement. "Confidential Information" means
all information in any form, including, without limitation, printed or verbal
communications and information stored in printed, optical or electromagnetic
format, which relates to the Services: or computer, data processing or electronic
commerce programs and software: electronic data processing applications, routines,
subroutines, techniques or systems: information which incorporates or is based upon
proprietary information of either party: or information concerning business or
financial affairs, product pricing, financial conditions or strategies, marketing,
technical systems of either party: or any information concerning customers or
vendors of either party: or any data exchange between a party and any customers or
vendors. Exceptions to Confidential Information include (1) information in the
public domain: (2) information developed independently by a party without reference
to information disclosed under this Agreement: or (3) information received from a
third party without restriction and/or breach of this or a similar Agreement. It is
not a violation of this provision to disclose Confidential Information in
compliance with any legal, accounting or regulatory requirement beyond the control
of either Party or, but in such case, prior to disclosure, the disclosing Party
shall give written notice to the other Party to permit that Party an opportunity to
challenge such disclosure. If either Party is subpoenaed, such Party shall give
written notice to the other Party to permit that Party an opportunity to challenge
the disclosure of Confidential Information. Upon the termination of this Agreement
and upon written request of the disclosing Party, each Party shall promptly return
all Confidential Information of the other Party. This provision shall survive the
termination of this Agreement for two (2) years.

8.2. Notices

All notices, reports, requests, or other communications given pursuant to this
Agreement shall be made in writing, shall be delivered by hand delivery, overnight
courier service, fax, or electronic mail, shall be deemed to have been duly given
when delivered.

8.3. Choice of Law and Forum

THIS AGREEMENT, WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF
NEW MEXICO, 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 NEW MEXICO, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.

8.4. Entire Agreement

This Agreement and all policies and guidelines incorporated in this Agreement by
reference constitutes the entire Agreement of the parties and may not be modified
or altered orally but only by an agreement in writing signed by both parties.

8.5. No Fiduciary Relationship

No Third-Party Beneficiaries PageKeeper Service is not the agent, fiduciary,
trustee or other representative of you. 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.

8.6. Assignments

You may not transfer or assign your rights, duties, or obligations under this
Agreement without PageKeeper Service's prior written consent. PageKeeper Service
may assign its rights and obligations under this Agreement and may utilize
affiliate and/or agents in performing its duties and exercising its rights under
this Agreement, 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 assignees.

8.7. No Waiver

PageKeeper Service's failure to enforce the strict performance of any provision of
this Agreement will not constitute a waiver of PageKeeper Service's right to
subsequently enforce such provision or any other provisions under this Agreement.

8.8. Severability

If any provision of this Agreement is deemed illegal, invalid, void or otherwise
unenforceable in whole or in part, that provision shall be severed or shall be
enforced only to the extent legally permitted, and the remainder of the provision
and the Agreement shall remain in full force and effect. If any provision of this
Agreement 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.

8.9. Survival

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