This Web Hosting Agreement (this “Agreement”)is between Phibble Hosting, ThisAgreement governs Customer’s use of Phibble Hosting’s Web hosting service.

1.Services. Subject to the terms of this Agreement, and contingent on Customer’ssatisfaction of Phibble Hosting’s credit approval requirements, Phibble Hosting agrees to provide the web hosting services described in the Order forthe fees stated in the Order.

2. Term. 

Theinitial service term of the Agreement shall begin on the date that Phibble Hosting generates an e-mail message to Customer announcing the activation of theCustomer’s account (the “ServiceCommencement Date”) and shall continue for the number of months stated inthe Order (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automaticallyrenew for up to three successive renewal terms of the same length as the InitialTerm (each a “Renewal Term”) unlessl Phibble Hosting or Customer provides theother with written notice of non-renewal at least thirty (30) days prior to theexpiration of the Initial Term or then-current Renewal Term, as applicable. The Initial Term and any Renewal Term may be referred to collectively inthis Agreement as the “Term.”

3.Payments.

(a)Fees. 

Feesare payable in advance on the first day of each billing cycle. Customer’s billing cycle shall be monthly or annually as indicated onthe Order, beginning on the Service Commencement Date. Phibble Hosting may require payment for the first billing cycle beforebeginning service.  If the Orderprovides for credit/debit card billing, Customer authorizes Phibble Hosting tobill subsequent fees to the credit/debit card on or after the first day of eachsuccessive billing cycle during the Term of this Agreement; otherwise Phibble Hosting will invoice Customer via electronic mail to the Primary CustomerContact listed on the Order.  Invoicedfees may be issued on or before the 1^st day of each billing cycle.

Paymentsmust be made in United States dollars. Customer is responsible for providingPhibble Hosting with changes to billing information (such as credit cardexpiration, change in billing address)  At its option, Phibble Hosting may accrue charges to be made to acredit/debit card until such charges exceed $10.00.  Phibble Hosting may charge interest on overdue amounts atthe lesser of 1.5% per month or the maximum non-usurious rate under applicablelaw.  Phibble Hosting may suspendthe service without notice if payment for the service is overdue. Fees not disputed within sixty (60) days of due date are conclusivelydeemed accurate.  Customer agrees topay Phibble Hosting’s  reasonablereinstatement fee following a suspension of service for non-payment, and to payPhibble Hosting’s reasonable costs of collection of overdue amounts,including collection agency fees, attorney fees and court costs. 

(b)Fee Increases.Phibble Hosting may increase its fees for services effective the first day of a RenewalTerm by giving notice to Customer of the new fees at least forty five (45) daysprior to the beginning of the Renewal Term, and if Customer does not give anotice of non-renewal as provided in Section 2 above, the Customer shallbe deemed to have accepted the new fee for that Renewal Term and any subsequentRenewal Terms (unless the fees are increased in the same manner for a subsequentRenewal Term).

 (c) Taxes. At Phibble Hosting’s request Customer shall remit to Phibble Hostingall sales, VAT or similar tax imposed on the provision of the services (but notin the nature of an income tax on Phibble Hosting), regardless of whetherPhibble Hosting fails to collect the tax at the time the related services areprovided. 

(d)Early Termination. Customer acknowledges that the amount of the fee for the service is basedon Customer’s agreement to pay the fee for the entire Initial Term, or RenewalTerm, as applicable.  In the event Phibble Hosting terminates the Agreement forCustomer’s breach of the Agreement in accordance with Section 9(Termination), or Customer terminates the service other than in accordance with Section9 (Termination) for Phibble Hosting’s breach, the unpaid fees for eachbilling cycle remaining in the Initial Term or then-current Renewal Term, asapplicable, are due on the business day following termination of the Agreement. 

4.Law/AUP. Customer agrees to use the service in compliance with applicable law andPhibble Hosting’s Acceptable Use Policy posted at http://www.phibble.com/aup.shtml(the “AUP”), which is herebyincorporated by reference in this Agreement. Customer agrees that Phibble Hosting may, in its reasonable commercialjudgment consistent with industry standards, amend the AUP from time to time tofurther detail or describe reasonable restrictions and conditions onCustomer’s use of the Services.  Amendmentsto the AUP are effective on the earlier of Phibble Hosting’s notice toCustomer that an amendment has been made, or the first day of any Renewal Termthat begins subsequent to the amendment.  Customeragrees to cooperate with Phibble Hosting’s reasonable investigation of anysuspected violation of the AUP.  Inthe event of a dispute between Phibble Hosting and Customer regarding theinterpretation of the AUP, Phibble Hosting’s commercially reasonableinterpretation of the AUP shall govern.

5.Customer Information. Customer represents and warrants to Phibble Hosting that the informationhe, she or it has provided and will provide to Phibble Hosting for purposes ofestablishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants toPhibble Hosting that he or she is at least 18 years of age. Phibble Hosting may rely on the instructions of the person listed as thePrimary Customer Contact on the Order with regard to Customer’s account untilCustomer has provided a written notice changing the Primary Customer Contract.

6Indemnification.Customer agrees toindemnify and hold harmless Phibble Hosting, Phibble Hosting’s affiliates,and each of their respective officers, directors, agents, and employees from andagainst any and all claims, demands, liabilities, obligations, losses, damages,penalties, fines, punitive damages, amounts in interest, expenses anddisbursements of any kind and nature whatsoever (including reasonable attorneysfees) brought by a third party under any theory of legal liability arising outof or related to the actual or alleged use of Customer’s services in violationof applicable law or the AUP  byCustomer or any person using Customer’s log on information, regardless ofwhether such person has been authorized to use the services by Customer.

7.Disclaimer of Warranties. 

 HOMETOWNHOSTING DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED,ERROR-FREE, OR COMPLETELY SECURE.   TOTHE EXTENT PERMITTED BY APPLICABLE LAW HOMETOWN HOSTING DISCLAIMS ANY AND ALLWARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, AND NONINFRINGEMENT.  TOTHE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “ASIS” BASIS.

8.Limitation of Damages.

NEITHERPARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT,SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, ORFOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE,ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED ORSHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES. 

NOTWITHSTANDINGANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITYOF *HOMETOWN HOSTING AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANYTHEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, ANDINFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BYCUSTOMER FOR THREE MONTHS OF SERVICE.

9.Suspension/Termination. 

(a)Suspension of Service. Customer agrees that Phibble Hosting may suspend services to Customerwithout notice and without liability if: (i)Phibble Hosting reasonably believes that the services are being used inviolation of the AUP;  (ii) Customer fails to cooperate with any reasonable investigation of anysuspected violation of the AUP;(iii) Phibble Hosting reasonably believes that the suspension ofservice is necessary to protect its network or its other customers, or (iv)as requested by a law enforcement or regulatory agency. Customer shall pay Phibble Hosting’s reasonable reinstatement fee ifservice is reinstituted following a suspension of service under this subsection. 

(b)Termination. The Agreement may be terminated by Customer prior to the expiration ofthe Initial Term or any Renewal Term without further notice and withoutliability if Phibble Hosting fails in a material way to provide the service inaccordance with the terms of the Agreement and does not cure the failure withinten (10) days of Customer’s written notice describing the failure inreasonable detail.  The Agreementmay be terminated by Phibble Hosting prior to the expiration of the InitialTerm or any Renewal Term without further notice and without liability asfollows: (i)  upon ten (10) daysnotice if Customer is overdue on the payment of any amount due under theAgreement; (ii)  Customermaterially violates any other provision of the Agreement, including the AUP, andfails to cure the violation within thirty (30) days of a written notice fromPhibble Hosting describing the violation in reasonable detail;(iii) upon one (1) days notice if Customer’s Service is used inviolation of a material term of the AUP more than once, or(iv) upon one (1) days notice if Customer violates Section 5(Customer Information) of this Agreement.  Eitherparty may terminate this agreement upon ten (10) days advance notice if the otherparty admits insolvency, makes an assignment for the benefit of its creditors,files for bankruptcy or similar protection, is unable to pay debts as theybecome due, has a trustee or receiver appointed over all or a substantialportion of its assets, or enters into an agreement for the extension orreadjustment of all or substantially all of its obligations.

10.Requests for Customer Information. Customer agrees that Phibble Hosting may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any ofCustomer’s customers or end users that Phibble Hosting believes violatesapplicable law, and(ii)  provide anyinformation that it has about Customer or any of its customers or end users inresponse to a formal or informal request from a law enforcement or regulatoryagency or in response to a formal request in a civil action that on its facemeets the requirements for such a request.

11.Back Up Copy.  Customer agrees to maintain a current copy of allcontent hosted by Phibble Hosting nothwithstanding any agreement by Phibble Hosting to provide back up services.

12.Changes to >Phibble Hosting’s Network. Upgrades and other changes in Phibble Hosting’s network, including,but not limited to changes in its software, hardware, and service providers, mayaffect the display or operation of Customer’s hosted content and/orapplications.  Phibble Hostingreserves the right to change its network in its commercially reasonablediscretion, and Phibble Hosting shall not be liable for any resulting harm toCustomer.

13.Notices.  Notices to Phibble Hosting under the Agreement shallbe given via electronic mail to the e-mail address postedfor customer support.  Noticesto Customer shall be given via electronic mail to the individual listed as thePrimary Customer Contact on the Order.  Noticesare deemed received on the day transmitted, or if that day is not a businessday, on the first business day following the day delivered.  Customer may change his, her or its notice address by anotice given in accordance with this Section.

14.. Phibble Hosting shall not be in default of any obligation under theAgreement if the failure to perform the obligation is due to any event beyondPhibble Hosting’s control, including, without limitation, significant failureof a portion of the power grid, significant failure of the Internet, naturaldisaster, war, riot, insurrection, epidemic, strikes or other organized laboraction, terrorist activity, or other events of a magnitude or type for whichprecautions are not generally taken in the industry.

15.Governing Law/Disputes. The Agreement shall be governed by the laws of the Province of Ontario,exclusive of its choice of law principles, and the laws of Canada,  asapplicable.   The Agreementshall not be governed by the United Nations Convention on the International Saleof Goods.   EXCLUSIVE VENUE FORALL DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE PROVINCIALAND FEDERAL COURTS IN Ontario,Canada, AND EACH PARTY AGREES NOT TO DISPUTE SUCHPERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO.

16.Miscellaneous. Each party acknowledges and agrees that the other party retains exclusiveownership and rights in its trademarks, service marks, trade secrets,inventions, copyrights, and other intellectual property. Neither party may use the other party’s name or trade mark without theother party’s prior written consent.  Theparties intend for their relationship to be that of independent contractors andnot a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other.  Each party acknowledges that it has no power or authority tobind the other on any agreement and that it will not represent to any personthat it has such power or authority.This Agreement may be amended only by a formal writtenagreement signed by both parties.  Theterms on Customer’s purchase order or other business forms are not binding onPhibble Hosting unless they are expressly incorporated into a formal writtenagreement signed by both parties.  Aparty’s failure or delay in enforcing any provision of the Agreement will notbe deemed a waiver of that party’s rights with respect to that provision orany other provision of the Agreement.  Aparty’s waiver of any of its right under the Agreement is not a waiver of anyof its other rights with respect to a prior, contemporaneous or futureoccurrence, whether similar in nature or not.   The captions in the Agreement are not part of the Agreement, but are forthe convenience of the parties.   Thefollowing provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability anddisclaiming warranties, provisions regarding ownership of intellectual property,these miscellaneous provisions, and other provisions that by their nature areintended to survive termination of the Agreement. There are no third party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third partybeneficiaries to the Agreement.  Customermay not transfer the Agreement without Phibble Hosting’s prior writtenconsent.  Phibble Hosting’sapproval for assignment is contingent on the assignee meeting Phibble Hosting’scredit approval criteria.  PhibbleHosting may assign the Agreement in whole or in part.

ThisAgreement together with the Order and AUP constitutes the complete and exclusiveagreement between the parties regarding its subject matter and supercedes andreplace any prior understanding or communication, written or oral.