I. SERVICE PROVIDED BY WebHost.io

a. WebHost.io shall enable Client to create, maintain, and upgrade a Web Site on WebHost.io’s Host Computer(s) (hereinafter referred to as the “Service”), which can be accessed through the World Wide Web services of the Internet. WebHost.io may also host data storage and application software for Client.

b. WebHost.io does not provide any modem, computer, or any other equipment or system for Client to connect to the Internet. Client is responsible for its modems, computers, operating systems and connection devices necessary for connecting to the Internet through which Client can access the Service provided by WebHost.io. WebHost.io reserves the right to adopt reasonable limitations including time limitations for the use of the services provided by WebHost.io.

c. WebHost.io shall have the right but not the obligation to upgrade its software and services provided to Client, and further shall have the right without any limitation, but no obligation, to transmit any information, letter, memorandum, newsletter, documentation, advertisement, or any data to Client.

II. RULES OF CONDUCT

a. From time to time WebHost.io may adopt its own rules of conduct (hereinafter referred to as “WebHost.io’s Rules of Conduct”), which may be amended from time to time by WebHost.io. WebHost.io’s Rules of Conduct shall be provided to Client by E-Mail at least thirty (30) days prior to its effective date. Client hereby agrees and promises to observe and comply with WebHost.io’s Rules of Conduct for so long as this Agreement is in effect.

b. Client has the ability, through the use of WebHost.io services, to host content on the Internet which may be considered improper, offensive, or obscene by some groups or individuals. Said contents may be in the form of discussions, files, photographs and graphics relating to pornography, religion, politics, racism, crime, violence and the like. WebHost.io respects the freedom of speech and equally respects the right of Internet users to be free from offensive material. WebHost.io reserves the right, but not the obligation, without any limitation whatsoever to set WebHost.io’s Rules of Conduct in any manner WebHost.io in its own discretion may deem appropriate.

c. WebHost.io reserves the right without any limitation to limit the placement of any material it deems inappropriate on the index of the Service or other promotional material generated or used by WebHost.io, or may refuse to assist in promotion or publicizing of such sites.

d. Client may not post any material (pictures, text, etc.) whose posting would be considered unlawful by any local, State, Federal, or International rules, regulations, or laws in existence. Already posted material made unlawful by any newly adopted rules, regulations, or laws must be promptly removed.

e. WebHost.io reserves the right to refuse to provide the Service to any person, individual or entity for any reason or for no reason at all. WebHost.io further reserves the right to cancel this contract with a 30 day notice with or without reason or good cause.

f. Client agrees to defend, indemnify and hold WebHost.io harmless with respect to any claim or lawsuit from any source which may arise at any time relating to the Client’s posting of any content including, files, text, photographs, graphics, sounds or any other material.

III. SOFTWARE OWNERSHIP

Upon subscribing to the Service, a series of files and software are automatically put in place to operate the Client’s Web Site (hereinafter “Web Site Infrastructure”). In addition, Client may add additional content to the Client’s Web Site (hereinafter “Client’s Content”). Client acknowledges that the Web Site Infrastructure may be comprised of contents which are (a) copyrighted by WebHost.io, (b) copyrighted by third parties, (c) freeware, or a combination thereof. WebHost.io shall own all right, title, and interest in the Web Site, and all Intellectual Property Rights therein, including any derivatives or improvements thereof excluding all content developed or provided by Client. WebHost.io shall own all content it develops and/or provides for the Web Site and all Intellectual Property Rights therein. Client agrees not to use any part of Web Site Infrastructure unless to the extent of using said content in relation to the use of the Service. Client further agrees not to sell any part of Web Site Infrastructure without written consent of WebHost.io. For purposes of this Agreement, “Intellectual Property Rights” shall mean all patent rights, copyrights, trademarks, service marks, trade dress, trade secrets and all other intellectual or industrial property rights.

IV. INDEMNIFICATION, DISCLAIMER, AND LIMITATION OF LIABILITY

a. Client will indemnify and hold WebHost.io or WebHost.io’s other clients’ harmless from any costs, expenses (including reasonable attorneys fees) or liability resulting from any claim based on Client’s use of the system. Such indemnification will not be applicable with respect to claims of gross negligence, willful misconduct or infringement by WebHost.io. Such indemnity will survive the termination or expiration of this Agreement.

b. It is expressly agreed that regardless of the type of service subscribed to by Client, WebHost.io shall have no liability and hereby assumes no liability whatsoever for any damages suffered by Client for any reason including, but not limited to, credit card fraud, complaints or claims of any nature by purchasers of the goods or services, and any lost transmissions for any reasons including but not limited to negligence of WebHost.io or any defect in any products or equipment or software used by WebHost.io or any other person. WebHost.io is not making and has not made any warranty in whatever nature concerning any goods and services sold by or to Client through the use of WebHost.io services, or concerning any orders transmitted by or to Client for the sale or purchase of any goods or service. WebHost.io MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

c. THE SOLE AND ENTIRE MAXIMUM LIABILITY OF WebHost.io TO ANY CUSTOMER OR CLIENT FOR ANY AND ALL PROVEN LOSS, CLAIM, DAMAGE OR LIABILITY OF ANY KIND (INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT) WITH RESPECT TO ALL SERVICES PROVIDED BY WebHost.io AND ANY ACT OR OMISSION OF HOST WILL CONSIST OF A DUTY TO REFUND NOT MORE THAN THE AMOUNTS PAID BY THE CLIENT TO HOST DURING THE MONTH PRECEDING SUCH LOSS, CLAIM, DAMAGE OR LIABILITY. IN NO EVENT WILL HOST BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF HOST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

V. FEES AND CHARGES

Client agrees to pay all fees and charges in conjunction with the establishment, use and maintenance of the Service pursuant to the Schedule of Fees and Charges to be found attached hereto as Exhibit A. WebHost.io reserves the right to amend or change the Schedule of Fees and Charges with notice to Client of no less than thirty (30) days before its effective date.

VI. REPRESENTATIONS AND WARRANTIES

Client hereby acknowledges and agrees that the use of the Service is at Client’s own risk. WebHost.io has not guaranteed any result or outcome to be obtained from the use of the Service. The Service is made available on an “as is”, “where is”, and “with all faults” basis without warranties of any kind, either express or implied, including but not limited to warranties of title, timeliness, merchantability or fitness for a particular purpose. Neither WebHost.io, nor anyone else involved in creating, producing or delivering the Service shall be liable for any direct, indirect, general, special, incidental, or consequential damages arising out of the use of the Service, or inability to use the Service. Client also expressly agrees that WebHost.io does not warrant that the Service will be uninterrupted or error free. Downtime and lost transmissions may occur on the Service.

VII. RIGHT TO MODIFY AGREEMENT

This Agreement may be modified at any time by WebHost.io for any reason or in order to comply with any local, national or international laws, rules or regulations, with notice of such modification to Client, which notice may be sent to Client by E-Mail, fax, or regular mail.

VIII. TERM AND TERMINATION

a. This Agreement shall be valid from the Effective Date and shall continue until such time as either WebHost.io or Client give 30 days notice of termination of this Agreement which notice may be given via E-Mail.

b. The total initial startup cost plus the fee (if any) for the first year of service is due at the commencement of the contract. The yearly billing cycle then commences with the beginning of the following year. Following the initial setup and year, client will be billed in advance of services rendered and payment will be due by the beginning of the year. WebHost.io accepts all major credit cards for payment. Accounts that are past due by more then fifteen (15) calendar days, are subject to disconnection of services. A $100.00 reinstatement fee will apply.

IX. GENERAL PROVISIONS

a. ARBITRATION: Any dispute arising under, or in connection with, this Agreement, or any other aspect of the relationship between the parties herein shall be submitted to and settled by arbitration in accordance with the rules of the American Arbitration Association then in effect, and the forum for such arbitration shall be Monroe County, New York

b. ATTORNEYS FEES: In any such proceedings, or any other or further proceedings instituted by one party hereto against the other with respect to any controversy or matter arising out of this Agreement, or in connection with the relationship of the Parties herein, the prevailing party shall be entitled to recover from the non-prevailing party such prevailing party’s reasonable attorneys’ fees and costs of suit incurred in connection with such proceedings, and the non-prevailing party shall be solely liable to pay any arbitrators’ fees.

c. NOTICES: Any notice required or permitted to be given hereunder shall be deemed duly given if said notice is transmitted by certified mail, fax or E-Mail.

d. INTEGRATION: This Agreement is the entire agreement between the Parties herein with respect of the subject matter hereof and supersedes all prior agreements between them with respect thereto.

e. BINDING EFFECT: The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns.

f. HEADINGS: The headings of the paragraphs of this Agreement are inserted solely for convenience of reference, and in no way define, describe, limit, extend or aid in the construction of the scope, extent or intent of this Agreement or of any term or provision hereof.

g. GENDER: Where the context so requires, the use of the masculine gender shall include the feminine and/or neuter genders and the singular shall include the plural, and vice versa, and the word “person” or “party” shall include a corporation, firm, partnership or other form of association.

h. SEVERABILITY: In the event that any provision or any portion of any provision contained in this Agreement is unenforceable, the remaining provisions and, in the event that a portion of any provision is unenforceable, the remaining portions of such provision, shall nevertheless be carried into effect.

i. APPLICABLE LAW: This Agreement shall be governed by, and this Agreement shall be construed in accordance with, the laws of the State of New York, without regard to its conflict of law principals.

Schedule of Fees and Charges (Exhibit A)