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Hosting Agreement

A. Web Site Hosting

SpinWeb agrees to maintain Clients web site on SpinWeb's Web Server during the "Term" and to make minor (e.g., 5 hours or less) maintenance modifications to Clients Web Site from time to time in accordance with Clients directions and at SpinWeb's hourly rates then in effect. Such modifications shall generally be implemented within three (3) business days.

As part of this service, SpinWeb agrees to exert its best efforts to make Clients Web Site available to Internet users twenty-four hours per day, seven days a week. Historically, server downtime experienced by SpinWeb has been approximately one-tenth of one percent.

Although Client is responsible for backing up its own files separately, SpinWeb will use its best efforts to provide three levels of backup, the first two on disk, and the third on tape. Should Client need to restore a file found on the primary and secondary backups, there will be no charge. For each file retrieval from the tertiary backup, or the tape backup, there is a charge of $100.00.

During the time that Clients web site is located on SpinWeb's Web Server, SpinWeb will make available via the Internet and free of charge log records of Client Web Site traffic, including source IP address.

If restricted access to the web site is found to be directly related to a failure of the SpinWeb server or SpinWeb owned equipment, SpinWeb will exert its best effort to remedy the problem within twenty-four (24) hours after SpinWeb first becomes aware of the problem. After such time, Client will be refunded a pro rata portion of the Hosting Fee for each day access is unavailable.

SpinWeb will take reasonable precautions to verify its servers are free from viruses or disabling devices; however, the nature of these problems is such that SpinWeb will not guarantee or warrant against the occurrence of such problems. SpinWeb will not be responsible for any consequences from viruses carried or transmitted via Clients email.

Except as otherwise specifically stated in the Agreement, SpinWeb provides services hereunder strictly on an "AS IS" and "AS AVAILABLE" basis without any express guarantee or assurance of quality, reliability or functionality. In any instance involving performance or nonperformance by SpinWeb with respect to services provided hereunder, Clients sole remedy shall be refund of a pro rata portion of the price paid for the Hosting Service which was not provided due to the fault or neglect of SpinWeb. Refunds will be provided only for periods of lost service greater than twenty-four hours after SpinWeb first becomes aware of the problem.

In no event will SpinWeb be liable for indirect, consequential, incidental, or special damages even if advised of the possibility in advance. Nor shall SpinWeb be liable for any lost property or data of Client.

SpinWeb's liability for damages to Client for any cause whatsoever, regardless of form of action, shall in no event exceed the amounts paid by Client to SpinWeb under this Agreement.

B. Term

If Client elects a month to month term, then this Agreement shall commence on the Start Date for Hosting and will continue on a calendar month to month basis thereafter unless either party provides written notice or termination, which must be received by the non-terminating party at least thirty (30) days prior to the 1st day of the calendar month that will be the effective date of termination.

If Client elects an annual term, then this Agreement shall commence on the Start Date for Hosting, and will continue for 365 days thereafter.

C. Compensation

As compensation for the hosting of the web site, Client will pay to SpinWeb the Hosting Fee as follows:

If the term is on a month-to-month basis, the Hosting Fee is payable in advance on the first day of each month that this Agreement remains in effect. Monthly fees may be increased upon not less than thirty (30) days notice to Client. If the Start Date for Hosting is not the first day of the month, then the first monthly Hosting Fee will be prorated. The initial setup fee, and payment for the first month, are due on signing.

If the term is annual, the Hosting Fee has been discounted and is payable in advance upon signing.

Charges for minor modifications to Clients Web Site will be billed at SpinWeb's normal hourly rates then in effect. SpinWeb agrees, at Clients request, to provide an advance estimate for such services. All payments are due thirty (30) days after receipt of an invoice. More substantial modifications will be subject to the parties entering into a subsequent agreement.

D. Billing Terms

Payment for services can be made with an American Express, MasterCard, Discover, or Visa credit card. SpinWeb accepts International Money Orders, Money Orders, and business or personal checks sent directly to SpinWeb's corporate headquarters. All payments must be posted in United States dollars.

If SpinWeb registers a domain name on the Client's behalf, Client will be billed at SpinWeb's published rate then in effect.

All invoicing will be sent to the Client directly via Email to the address specified by Client. It is Clients responsibility to continuously maintain a valid and active email account for this purpose with SpinWeb.

All accounts are billed according to the calendar month. Terms are net amount due within 30 days of billing. If Client is paying with a credit card, the credit card will be charged on or around the 1st of the month. If the Client is paying with other methods (money order, check, etc.), payment must be received at SpinWeb's corporate headquarters within 30 days of the invoice date.

Balances not paid within 30 days will be considered past due and will be charged interest at the rate of Five Percent (5%) per month. Accounts that are past due may be terminated without notice by SpinWeb. However, SpinWeb will endeavor to notify Client at its supplied email address and given time to pay any outstanding balances before the Agreement will be terminated. To enable the web site after termination, a nonrefundable fee of $25.00 will be required. In addition, there is a $50.00 retrieval fee to restore a terminated Web Hosting Account from backup. The data may or may not exist. SpinWeb assumes that before an account is terminated, Client has offloaded the files to another system. SpinWeb cannot guarantee that data files for terminated accounts will be retrievable.

Requests for modifications to an account, or anything that requires a charge or invoice, must be requested via email sent to the Support Staff of SpinWeb. Examples of such requests include, but are not limited to: adding additional MB of space to a Web Hosting Account, adding additional domain names to an existing Web Hosting Account, or requests for termination or disablement of a Web Hosting Account. Domain names may also be ordered via www.spinweb.net.

A $25.00 service fee will be charged for all invalid credit card information and/or returned checks.

SpinWeb will be entitled to recover all of its costs and expenses, including attorney fees, which it incurs in collecting or attempting to collect sums owed by Client hereunder, or incurred in enforcing any of its other rights or remedies.

E. Representations and Warranties

SpinWeb represents and warrants the benefit of Client that SpinWeb possesses or has the rights to Internet-related technology that will enable it to competently perform services contemplated by this Agreement.
Client makes the following representations and warranties for the benefit of SpinWeb:

Client represents and warrants that, to its knowledge (1) it is and will be the sole owner of all content and materials it provides to SpinWeb and the web site, or will be duly authorized or licensed to use and provide the same; (2) all materials provided and to be provided by Client do not and will not infringe any patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy, or similar rights of any person or entity, nor has any claim (whether or not embodied in an action, past or present) of such infringement been threatened or asserted, nor is such a claim pending against Client or, insofar as Client is aware, against any entity from which Client has obtained such rights.

Client will at all times operate and maintain the web site in compliance with all applicable laws, rules and regulations of any governmental authority. SpinWeb reserves the right to terminate this Agreement without notice if, in its sole judgment, the web site contains pornography, warez (illegal software), gambling, or other material deemed offensive by SpinWeb.

Client is familiar with the laws and regulations applicable to Clients services and/or products to made available via the Internet in connection with the Agreement, and represents and warrants that it does not and will not during the term of this Agreement, contain or transmit any material that would violate any applicable local state, national, foreign or international law.

F. Indemnities

SpinWeb hereby agrees to defend, indemnify, and hold Client, its officers, directors, agents, and employees, harmless, against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims by third parties of infringement and based upon a breach by SpinWeb of its representations and warranties.

Client hereby agrees to defend, indemnify, and hold SpinWeb, its officers, directors, agents, and employees, harmless, against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims by third parties of infringement and based upon a breach by Client of its representations and warranties.

G. Termination

Either party may terminate this Agreement on thirty (30) days' written notice to the other party in the event of a breach of any material provision of this Agreement by the other party, provided that, during the thirty day period, the breaching party fails to cure such breach or, should the breach not be curable within said thirty day period, the breaching party has not initiated steps to cure such breach; provided, that if the breach is based upon failure of Client to pay sums when due, the thirty (30) day notice provision shall be reduced to five (5) business days. Termination shall be in addition to any other remedies available at law or in equity. Neither party shall be considered in breach of this Agreement unless the non-breaching party gives written notice specifying the breach(es) to the breaching party.

H. Force Majeure

Except for the failure to pay money when due hereunder, neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of this event.

I. Relationship of Parties

SpinWeb, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. SpinWeb shall be solely responsible for and shall hold Client harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workmen's compensation.

Client does not undertake by this Agreement or otherwise to perform any obligation of SpinWeb, whether by regulation or contract. In no way is SpinWeb to be construed as the agent or to be acting as the agent of Client in any respect any other provisions of this Agreement notwithstanding.

J. Agreement Binding on Successors

The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns, but neither party may assign this Agreement without the prior written consent of the other party, such consent to not be unreasonably withheld or delayed.

K. Waiver

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

L. Integration

This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.