Web Hosting and Electronic Commerce Agreement
Updated August 1, 2003

This 'Terms of Service' Agreement applies to KGIHost.net clients as well as all KillerGrafix, Inc. clients. KGIHost.net is a division of KillerGrafix, Inc. and provides all hosting support for the clients of KillerGrafix, Inc.

KGIHost.net agrees to provide you, ("The User") with those services ("Service") set forth on the subject to The User's compliance with the terms and conditions below.

Carefully read the following terms and conditions of this agreement. By accessing and using the web hosting and electronic commerce services and associated hardware and software of KGIHost.net, you ("Customer") indicate the acceptance of the following terms and conditions and you agree to be bound by them. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE THE KGIHOST.NET WEB HOSTING AND ELECTRONIC COMMERCE SERVICES or associated software and promptly cancel the complete package.

This agreement constitutes the complete and exclusive statement of the agreement between you or your company and KGIHost.net with respect to the KGIHost.net web hosting and electronic commerce services and associated software and SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, oral or written, and any other communications relating to the subject matter of this agreement.

Now, therefore, in consideration of the mutual covenants set forth herein, KGIHost.net and Customer agree as follows:

1.Order Acceptance, Payment.

A. All orders are subject to acceptance by KGIHost.net. An order will be deemed accepted by KGIHost.net when KGIHost.net sends written confirmation of the order to Customer.

B. KGIHost.net shall either charge Customer's credit card or request remittance of cash check, or money order for the applicable set-up fees and monthly fees according to the Package(s) pricing selected by Customer and provided by KGIHost.net. Such fees and charges shall include, without limitation, the fees for connectivity, design services, and charges by any and all third parties whose materials are included as part of the Package(s). KGIHost.net reserves the right to change the amount of, or basis for determining, any fees or charges and institute new fees and charges upon prior notice to Customer. Customer must provide KGIHost.net with valid billing information in order to charge all KGIHost.net fees as they become due. All monthly fees and set-up fees shall be due in advance of the month incurred and all additional charges shall be due at the end of the month in which such charges are incurred. Except as provided in Section 3, the set-up fees are non-refundable and KGIHost.net does not issue pro rata refunds for fees paid in advance. If payment by Customer's credit card is denied, or Customer's charge or other forms of payment are returned to KGIHost.net for any reason, including charge back or insuficient funds or Customer otherwise fails to make any payments owing to KGIHost.net, KGIHost.net may, at KGIHost.net's discretion, suspend or terminate access to the KGIHost.net Services and/or terminate this Agreement. Customer's right to use the KGIHost.net Services are subject to any limits established by KGIHost.net. Interest charges of 1% per month (or the highest rate permitted by law if lower than 1% per month) will accrue daily on any unpaid balance, which is more than thirty (30) days overdue. Customer shall be responsible for any and all taxes related to this Agreement. KGIHost.net may charge you for certain taxes and other applicable fees.

2.KGIHost.net Services.

A. During the term of this Agreement, KGIHost.net shall provide services to Customer according to the Package(s) accepted by Customer (the "KGIHost.net Services"). "Package" means one of KGIHost.net business and/or electronic commerce service offerings, as can be found on KGIHost.net's Web site at http://www.kgihost.net. The specific Package to be provided to Customer shall be established by correspondence between KGIHost.net and Customer. Such Package shall be deemed incorporated by reference into this Agreement, as if fully set forth herein. KGIHost.net and Customer shall retain copies of such Package(s) for future reference.

B. At Customer's request, KGIHost.net will acquire an Internet Second-Level Domain Name ("Domain Name"), from a Contracted Registrar on behalf of Customer. Customer's request for and/or acceptance of a Domain Name obtained by KGIHost.net shall in all cases constitute Customer's waiver of any and all claims which Customer may have, or which may later arise, against KGIHost.net or its third party providers, for any and all damages, losses, claims or expenses arising our or related to the acquisition, registration and/or use of the Domain Name. Any cost incurred by KGIHost.net to obtain and/or maintain the Domain Name on behalf of Customer shall be charged to Customer by KGIHost.net. Request for and acceptance of a domain name requires KGIHost.net to supply the domain name to the Contracted Registrar, which in turns supplies the Domain Name to third parties. KGIHost.net will be the sole billing and technical contact for the Domain Name. Prior to the expiration date, KGIHost.net will attempt to renew all Domain Names for active accounts where KGIHost.net is listed as the billing contact. Customers will be responsible for all renewal expenses.

3.Rules and Regulations.

From time to time KGIHost.net may impose reasonable rules and regulations regarding the use of the KGIHost.net Services. Such rules and regulations are called acceptable use policies and are posted on KGIHost.net's web site at http://www.kgihost.net./aup. All such acceptable use policies are incorporated by reference into this Agreement as if fully set forth herein.

4.License Grant.

During the term of this Agreement, KGIHost.net grants to Customer a non-exclusive, personal, non-transferable license to access and use the KGIHost.net Services solely on and as part of KGIHost.net's World Wide Web site and servers. KGIHost.net may modify the KGIHost.net Services at any time for any reason and may provide modified versions of the KGIHost.net Services to Customer.

5.Intellectual Property Rights.

Customer acknowledges and agrees that the KGIHost.net Services constitute confidential and proprietary information of KGIHost.net and its licensors and embodies trade secrets and intellectual property of KGIHost.net and its licensors protected under United States copyright and other laws and international treaty provisions. Customer further acknowledges that all right, title, and interest in and to all parts of the KGIHost.net Services, including, without limitation, associated intellectual property rights, are and shall remain with KGIHost.net and its licensors. Customer shall not, and shall cause its employees and agents not to, disclose or transfer any portion of the KGIHost.net Services to any third party. Customer further agrees not to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, sublicense, distribute, remarket or otherwise dispose of any portion of the KGIHost.net Services. Customer hereby acknowledges that, if KGIHost.net at any time or from time to time performs any customizations or modifications to KGIHost.net Services, all rights and interests to such customizations or modifications shall be the sole property of KGIHost.net.

6.Term and Termination.

A. This Agreement shall have an initial term of one (1) month and shall thereafter automatically renew for successive one (1) month periods. This Agreement and Customer's access to the KGIHost.net Services shall terminate as follows: (i) Either party may terminate upon thirty (30) days prior written notice; (ii) KGIHost.net may immediately and without prior notice terminate upon a violation by Customer of KGIHost.net's acceptable use policies; (iii) KGIHost.net may terminate immediately and without prior notice in accordance with Section 1; and (iv) KGIHost.net may terminate immediately if, after 15 days prior notice to Customer, Customer has failed to correct any breach of this Agreement.

B. Upon any termination in accordance with Section 6(A)(i), KGIHost.net shall permit Customer forty-eight (48) hours to download or otherwise copy any of Customer's information and data residing on KGIHost.net's facilities prior to removing such information and data from KGIHost.net's facilities. Upon termination by KGIHost.net under Sections 6(B)(ii), (iii) or (iv), KGIHost.net may immediately remove all of Customer's data and information from KGIHost.net's facilities and Customer shall have no right to copy or download such data or information, and, in such event, all such information and data, including all copyrighted or copyrightable material therein, shall then become the property of KGIHost.net. In cases where Customer's account has been cancelled, and Customer is requesting reactivation, KGIHost.net, at it's option, may reactivate the same account, only if the account had been cancelled less than sixty (60) days prior. After sixty (60) days, Customer will be required to set up a new account.

C. To cancel a KGIHost.net web hosting, domain name services or electronic commerce services, Customer should call the KGIHost.net toll-free number at 866-813-9327 or send a request via mail to KGIHost.net, 200B East Monument Ave., Kissimmee, FL 34741, Attention: Web Hosting Cancellations. For assurance of delivery, KGIHost.net recommends that requests for cancellation be sent via certified mail.

D. Sections 1, 3, 4, 5, 6, 7, 8, 9, 10 and 11 shall survive any termination of this Agreement.

7.Exclusion of Warranties.

KGIHOST.NET PROVIDES THE KGIHOST.NET SERVICE ON AN "AS IS" BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, whether express or implied, including, but without limitation, any implied warranty of merchantability, or fitness for a particular purpose.

While KGIHost.net makes reasonable efforts to maintain the KGIHost.net service, many factors are not within KGIHost.net's control. Therefore, KGIHost.net does not warrant, and is not responsible for (even if caused by the negligence of KGIHost.net) any loss of data, delays, non-delivery or misdelivery of information, lack of access, slow response time, or service interruptions or errors. Loss, delay or non-delivery of data can be due to but not limited to KGIHost.net's own negligence, viruses or other third parties. Customer's data is defined as any data held by KGIHost.net and includes account information, web hosting data, email and domain name services. This disclaimer and waiver shall apply equally to any and all third party providers. KGIHost.net provides no warranty to customer regarding the accuracy of usage statistics, which KGIHost.net may provide in its discretion. Further, no advice or information given by a KGIHost.net representative shall create a warranty or serve as an amendment to this agreement.

KGIHost.net has the right to change prices, or add or delete product features of any existing product or service. The right to change products or services extends to any software supporting a product or service. KGIHost.net reserves the right to change prices or material features at any time upon 30 days prior notice. KGIHost.net reserves the right to institute new fees or new material features at any time upon 30 days prior notice. KGIHost.net has the right to discontinue products or services and the right to remove or reassign IP addresses of a customer's web site. KGIHost.net also has the right to deactivate a customer's service with a thirty (30) day notice. Except for certain products and services specifically identified as being offered by KGIHost.net, KGIHost.net does not control any materials, information, products, or services on the Internet. The Internet contains unedited materials, some of which are sexually explicit or may be offensive to you. KGIHost.net has no control over and accepts no responsibility for such materials. You assume full responsibility and risk for use of the services and the Internet and are solely responsible for evaluating the accuracy, completeness, and usefulness of all services, products, and other information, and the quality and merchantability of all merchandise provided through the service or the Internet.

8.Limitation of Liability and Damages.

THE TOTAL AGGREGATE LIABILITY OF KGIHOST.NET TO CUSTOMER SHALL BE LIMITED TO THE AMOUNT PAID TO KGIHOST.NET BY CUSTOMER HEREUNDER DURING THE TWO MONTHS IMMEDIATELY PRECEDING A CLAIM IN WHICH KGIHOST.NET IS LIABLE TO CUSTOMER. IN NO EVENT SHALL KGIHOST.NET BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED UPON BREACH OF CONTRACT, TORT, OR OTHERWISE AND WHETHER OR NOT KGIHOST.NET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.Export Control.

Customer agrees not to export or re-export any portion of the KGIHost.net Service outside of the United States. Customer further agrees to comply with all United States and other applicable laws, rules and regulations relating to the export, re-export or transshipment of the KGIHost.net Services.

10.Force Majeure.

Either party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, terroism, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

11.Miscellaneous.

Customer may not assign its rights or delegate any of its duties under this Agreement without the prior written consent of KGIHost.net, and any attempted assignment or delegation without such consent shall be void. If one or more provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. Nothing in this Agreement or in the understanding of the parties construes upon the parties the status of partners or joint ventures. KGIHost.net may subcontract any work, obligations or other performance required of KGIHost.net under this Agreement without consent of Customer. Other than the termination of this agreement, all notices provided hereunder sent by email, mail or certified mail to KGIHost.net, will be effective upon transmission. KGIHost.net has the right to amend the Agreement from time to time, and will do so by posting the new Agreement on the KGIHost.net web site under the Terms and Conditions at the Policies and Agreements page.

This Agreement is governed by Florida law without regard to conflict of law provisions. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration. Any such arbitration will be governed by Florida law and will be held in Kissimmee, Florida. The arbitrator will be an expert in the field of Internet services. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. There shall be no class action arbitration pursuant to this agreement.