Web Site Hosting Agreement

THIS WEB SITE HOSTING AGREEMENT ("Agreement") by and between ("Web Site Owner") and Interactive Technology Syndicate Ltd. ("Web Site Host").

WHEREAS, Web Site Host provides hosting of web sites to make such web sites accessible by users who are browsing on the Internet.

WHEREAS, Web Site Host maintains servers, software, and other equipment necessary to provide web site hosting services.

WHEREAS, Web Site Owner is the owner of all rights in and to the web site.

WHEREAS, Web Site Owner is the owner of their Internet domain name which Web Site Owner represents and warrants does not infringe upon the trademark or other proprietary rights of any other party.

WHEREAS, Web Site Owner wishes to have the Web Site Host provide hosting services for its Web Site subject to the terms and conditions set forth in this Agreement and that this Agreement is automatically in effect upon purchase of Web Site Host hosting services.

NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties as set forth in this Agreement, the parties hereby agree as follows:

ARTICLE I
Provision of Web Hosting Services

For the entire term of this Agreement, subject to the terms and conditions set forth in this Agreement, Web Site Host hereby agrees to provide the following web site hosting services (the "Hosting Services") to the Web Site Owner:

1.1 Provide Web Page Owner with no more megabytes of disc space on the Web Site Host's web site server according to the hosting package purchased. Such disc space shall be used solely for the purpose of storing the Web Site and data files that are actively used in connection with the Web Site of the Web Site Owner. Subject to availability in the reasonable discretion of the Web Site Host, the Web Site Owner may secure additional server storage space at the current rate posted on Web Site Hosts site for overages.

1.2 Provide Web Page Owner with no more megabytes of monthly data transfer bandwidth. Subject to availability in the reasonable discretion of the Web Site Host, the Web Site Owner may secure additional megabytes of bandwidth per month at the rate posted on Web Site Hosts site overages.

1.3 Provide Web Site Owner with no more E-mail accounts according to the hosting package purchased. Additional e-mail accounts may be purchased at the current rate posted on Web Site Hosts site.

1.4 Provide access via the Internet to users of Web Site Owner's Web Site, with such access being provided approximately 24 hours per day, with significant downtime only for normal or catastrophic maintenance, hardware or communication problems, replacement or upgrading of system components, normal power outages, and other usual factors that may effect downtime and which are not created by the gross negligence of the Web Site Host. Wherever possible, Web Site Host will communicate expected downtimes to Web Site Owner in advance.

1.5 Provide online access by Web Site Owner to various usage statistics related to the Web Site within the capabilities of Web Site Hosts equipment and software.

1.6 Make every reasonable effort to protect and backup data for Web Site Owner on a regular basis. However, Web Site Host is not responsible for Owner's files residing on Host's servers. Owner is solely responsible for independent backup of data stored on provider.

1.7 Web Site Host maintains control and ownership of any and all IP numbers and addresses that may be assigned to Web Site Owner and reserves in its sole discretion the right to change or remove any and all IP numbers and addresses.

ARTICLE II
Changes To Owner's Web Site

2.1 Web Site Host will provide a File Transfer Protocol gateway which is password protected and which permits Web Site Owner or their authorized representatives to access and modify the Web Site. Web Site Owner will be given access to such password to permit access to the Web Site Owner's Web Site. Web Site Owner may request Web Site Host to change or modify the password at any time during the term of this Agreement. Web Site Host shall likewise retain possession of such password.

2.2 Web Site Owner may access through such FTP gateway using the password for the purpose of modifying its Web Site. Notwithstanding the above, the grant of access and the ability to modify shall not be applicable except in compliance with the terms of a valid licensing agreement, in the event that the Web Site was created as a "work for hire," or in the event that the copyright to the Web Site has been assigned to the Web Site Owner if Web Site Host created such Web Site.

ARTICLE III
Price and Payment

3.1 In exchange for the Hosting Services to be provided by the Web Site Host pursuant to the terms of this Agreement, Web Site Owner shall pay any fees required based upon the hosting package chosen or any over usage fees incurred.

3.2 The Hosting Fee shall be solely for the Hosting Services described in this Agreement and shall not pertain to any other services that Web Site Host may provide to the Web Site Owner, including but not limited to technical support, web site development, marketing, search engine placement, advertising, or any other service.

3.3 Web Site Host reserves the right, in its sole discretion, to deactivate the Owner's account(s) upon an indication on credit problems, including but not limited to delinquent payments.

3.4 All sales are final. Should you choose to cancel your account at any time within your billing period, and unused credit will cover our administration costs for such action.

ARTICLE IV
Representations And Warranties of Web Site Owner

4.1 Owner represents and warrants to Host that: (a) Owner owns or has the right to use all material contained in the Web Site, including all text, graphics, sound, video, programming, scripts and applets; and (b) the use, reproduction, distribution, and transmission of the Web Site, or any information or materials contained in it, on and from Host's server computer does not: (i) infringe or misappropriate any copyright, patent, trademark, trade secret, or any other proprietary rights of a third party; (ii) violate any criminal laws; (iii) constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity, or violate any other law or regulation.

4.2. Engaging, advertising, and participating in the sending of Unsolicited Email is explicitly prohibited on Host's servers. Host defines Unsolicited Email as using any computer or electronic device to send an unsolicited advertisement or electronic mail to an electronic mail address of an individual with whom such person lacks a preexisting and ongoing business or personal relationship unless said individual provides express invitation or consent/permission. Violators of the aforementioned policy are subject to account(s)/service(s) termination, without refund.

4.3. The Owner agrees not to transmit, distribute, store, advertise, link to, or make available any images, language, or ideas containing sexually explicit or implicit subject matter. Host reserves the right to make a final determination in any dispute involving sexually explicit or implicit subject matter. The first occurrence of a violation of this provision will result in a halt of services to the Owner. Any occurrence thereafter of a violation of the aforementioned provision will result in a termination of account(s)/service(s), without refund.

ARTICLE V
Limitations of Warranties and Liability

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, HOST DISCLAIMS ANY AND ALL EXPRESS WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES OF MERCHANTABILITY. HOST WILL NOT BE LIABLE FOR ANY LOSS OF BUSINESS OR PROFITS, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SIMILAR DAMAGES, OR, OTHER THAN AS SET FORTH IN THIS AGREEMENT, FOR CLAIMS OF DAMAGES MADE BY ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT WILL HOST'S LIABILITY EXCEED THE TOTAL PRICE, AS DEFINED IN THIS AGREEMENT.

ARTICLE VI
Right to Monitor and Remove Unacceptable Sites

Host has the right to monitor the Web Site, and in its sole discretion to remove any content that Host finds objectionable for any reason, without prior notice to Owner.

ARTICLE VII
Indemnification

Owner is solely responsible for any liability arising out of or related to the Web Site. Owner agrees to indemnify and hold Host harmless from and against any and all liabilities, losses, damages, costs, and expenses, including reasonable attorney fees and experts' fees, associated with any claim or action brought against Host related to or arising out of the Web Site or Owner's breach of its warranties under this Agreement. This indemnification agreement will survive termination of this Agreement.

ARTICLE VIII Term of Agreement

This Agreement will take effect on the Effective Date of the purchased service, unless sooner terminated pursuant to the terms hereof.

ARTICLE IX
Termination

Either Party may terminate this Agreement, with or without cause, upon 30 days prior written notice to the other party. Termination of this Agreement prior to the end of the term hereof shall not effect the obligation of the Web Site Owner to continue to pay the entire hosting fee hereunder through the entire term hereof.

ARTICLE X
Miscellaneous

10.1 This Agreement may not be assigned by either Party or by operation of law to any other person, firm, or entity without the express written approval of the other Party.

10.2 This Agreement may be amended at any time and from time to time by The Web Host.

10.3 Either Party will be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent they act diligently to remedy the cause of the delay or failure.

10.4 This Agreement is a negotiated document and shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against any particular Party based on a contention that the Agreement was drafted by one of the Parties. This Agreement shall be construed and interpreted in a neutral manner.

10.5 If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.

10.6 This Agreement, including all Exhibits, Appendices, and Attachments, contains the entire agreement of the Parties relating to the rights granted and obligations assumed herein. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the Party to be charged.

10.7 This Agreement shall be governed. construed and interpreted in accordance with the laws of the Province of British Columbia Canada (without respect to principles of conflicts of law), and the Parties hereby submit to jurisdiction of and venue in the Province of British Columbia Canada in any legal proceeding necessary to interpret or enforce this Agreement or any part of this Agreement.

10.8 In any action brought under this Agreement, the prevailing party shall be entitled to recover its actual costs and attorney fees and all other litigation costs, including expert witness fees, and all actual attorney fees and litigation costs incurred in connection with the enforcement of a judgment arising from such action or proceeding. The provisions of the preceding sentence shall be severable from the provisions of this Agreement and shall survive the entry of any such judgment. The Parties submit to jurisdiction and venue in the Province of Alberta in any legal proceeding arising regarding this Agreement.

10.9 As used in this Agreement, the following terms shall have the meanings ascribed to them below:

(a) The term "Browser" refers to a program used to provide interactive, graphical access to sites on the World Wide Web.
(b) The term "Internet" refers to the global network of computers using the TCP/IP protocol for communication.
(c) The term "Web" refers to the World Wide Web. The Web is a graphical interface used to access sites on the Internet.
(d) The term "Web Site" refers to a series of interconnected Hypertext Markup Language documents capable of residing on a single host server computer.


Web Site Design and Development Agreement

This Web Site Development Agreement ("Agreement") is made by and between ("Customer") and Interactive Technology Syndicate Ltd. ("Developer").

Background Information

A. The Developer is in the business of designing web sites and has experience in the industry.

B. The Customer wishes to have a web site created meeting the specifications (Exhibit "A") set forth herein ("Web Site") and to make such web site available through the Internet.

C. The customer is the current registered owner of the Internet domain name ("Domain Name") which shall be the URL at which the Web Site shall be located.

NOW THEREFORE, in consideration of the covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following:

ARTICLE I
CREATION OF WEB SITE

2.1 Engagement of Developer. Customer hereby engages the services of the Developer for the purpose of designing, creating, testing and delivering a fully functional Web Site, to be delivered to the Customer in the form of Hypertext Markup Language ("HTML"), which meets the specifications set forth herein and which is fully ready and operational upon placement on a server and creation of necessary connections for availability on the World Wide Web.

2.2 Delivery Responsibilities of the Customer. Upon acceptance of this Agreement, Customer will deliver the items listed in Exhibit "B" attached hereto to the Developer. The items described in Exhibit "B" shall include all content to be included in the Web Site, including but not limited to textual materials, logos, photographs, sound files, databases, video files and other Web Site content ("Web Site Content") required to be included in the Web Site as described in the specifications, but excluding those items that shall be the responsibility of the Developer to create as provided in Section 2.3 below.

2.3 Developer Created Content. As provided in Section 2.2 above, the Customer shall be responsible for delivering all Web Site Content except for those items that Developer has specifically agreed to create pursuant to the terms of this Section 2.3. Developer shall have the obligation as part of its duties hereunder to create the Web Site Content listed in Exhibit "C" attached hereto. In developing the Web Site Content listed in Exhibit "C" hereto, Developer is authorized to utilize such subcontractors as Developer may desire.

2.4 Placement of Site During Development. Developer shall create a password protected access site (if required) to make the Web Site available for review by the Customer periodically through the development stage. Developer will notify the Customer of the location of the Web Site and the method for gaining access to the Web Site. The password (if required) assigned to the Customer shall be unique to the Customer and shall not be provided by either party to any other party except the Customer and the Developer.

2.5 Stages of Completion. Developer shall use its reasonable efforts to meet the completion schedule attached hereto in Exhibit "F." it is contemplated by the parties that the final completion and delivery date shall be as indicated on Exhibit "F." However, Customer acknowledges and agrees that any changes or deviations in the specifications, site plan, mockups, graphics, or any other element of the Web Site, and Customer delays in fulfilling Customer's responsibilities, include delivering Site Content and promptly reviewing and commenting on completed work will lead to delays in the completion schedule.

2.6 Links. All links contained in the Web Site shall be tested and confirmed to be accurate prior to delivery of the final Web Site to the customer.

2.7 Acceptance Period. Customer shall have a period of 7 days following delivery of the final Web Site during which Customer may engage in testing of the Web Site. Customer shall notify the Developer no later than the 7th day following delivery of any items contained in the Web Site that do not conform to specifications. In the event that the Customer does not so notify the Developer within the 7 day period, Customer shall be deemed to have accepted the Web Site in all respects.

2.8 Correction of Deviations From Specification. Developer shall have a period of 7 days following receipt of written notification from Customer as provided in Section 2.7 above to correct any items raised by the Customer into conformance with the specifications and to deliver such corrected items to the customer. Customer shall have a period of 7 days after delivery of the revisions to notify the Developer of any further non-conformance with the specifications. Developer shall have a period of 7 days after receipt of this notification to make corrections. This procedure shall continue until such time as Customer makes final acceptance of the Web Site.

ARTICLE III
COMPENSATION FOR DEVELOPER SERVICES

3.1 Development Fee. In consideration of the services to be performed by the Developer hereunder, including the delivery of a completed Web Site meeting the specifications set forth and referred to herein, the Customer shall pay to Developer a total development fee ("Development Fee") equal to the agreed upon proposal or quotation, which shall be payable as set forth in the Schedule of Payment referred to in Section 3.2, below.

3.2 Schedule of Payments. Customer shall pay to Developer, upon execution of this Agreement, an amount equal the agreed upon proposal or quoted amount as the initial payment for Developer's services provided hereunder. Thereafter, the remainder of the Development Fee shall be paid to the Developer at the times described in the Schedule of Payments set forth and attached hereto as Exhibit "G."

3.3 Stages of Development; Invoice. Upon achievement of the various stages of development that require an additional payment to be made to Developer, Developer shall notify the Customer in writing that such stage of development has been reached and shall deliver such deliverables that corresponds to that stage of development to the Customer, together with an invoice for the amount due at such stage of development. Customer shall make payment on such invoice within 7 days after receipt of such invoice.

3.4 Pass Through Expenses. The parties acknowledge and agree that all expenses associated with the development process, including but not limited to payment of any licensing fees, software procurement, costs of purchasing graphics, photographs and other web content, materials, supplies, and all other elements of the web site development shall be absorbed by the Developer and that the Development Fee set forth above shall be the entire expense to be paid by the Customer hereunder. Notwithstanding the above, Customer is responsible for all costs and expenses not related to the design and development services, such as hosting, domain name registration, marketing, search engine placements, and any other service that is not described or covered by this Agreement.

ARTICLE IV SEARCH ENGINE SUBMISSIONS

Developer is not required to do any search engine submissions, optimization, or other marketing work unless agreed upon in a written proposal or quote.

ARTICLE V
DEVELOPER PUBLICITY

5.1 Listing In Roster of Developer Customers. Following completion of the Web Site and final acceptance by the Customer, Developer shall be permitted to list the Customer and the Customer's Web Site on Developer's Web Site and in any of its marketing and advertising as having been developed by the Developer. The material included on Developer's Web Site shall include a hypertext link to the Customer's Web Site.

5.2 Developer Credit On Web Site. Following completion of the Web Site and final acceptance by the Customer, shall include a credit to the Developer on the home page of the Web Site. The credit to the Developer shall be designed and placed on the home page by the Developer but shall be in form and substance that is reasonably acceptable to the Customer. The credit shall also include a hypertext link to the Developer's Web Site.

5.3 Limited Trademark License. The parties hereby give each other a non-exclusive license to utilize the trademark of the other party, in form reasonably acceptable to the trademark owner, for the purposes set forth in Section 5.1 and 5.2 hereof.

ARTICLE VI
DEVELOPER REPRESENTATIONS AND WARRANTIES

Developer makes the following representations and warranties to the Customer:

6.1 Developer has full and unrestricted power and authority to enter into this Agreement and to grant the exclusive rights in and to all Web Site content to the Customer.

6.2 Developer is the sole and exclusive creator of the Web Site Content and has not created any such materials as a joint work with any other party, through independent contractors, or in any other way that would give any other party any rights in and to the Web Site Content.

6.3 That there are no pre-existing work integrated into the Web Site Content that has not been disclosed to the Customer and for which the Developer has not obtained a valid license complying with the terms of this Agreement which permits the Customer to exclusively use the Pre-existing Work.

6.4 There are no liens, encumbrances or security interests of any nature or kind affecting the Web Site.

6.5 None of the Web Site content infringes upon the proprietary rights of any third party.

6.6 The Web Site will perform to all specifications and will have cross-platform uniformity in that it will function in the latest versions of the Micro-soft Internet Explorer and Netscape and Geko based (Firefox etc.) browsers on a desktop platform.

ARTICLE VII
CONFIDENTIALITY COVENANTS

7.1 The parties acknowledge and agree that during the course of the relationship contemplated hereby that they are likely to come into contact and gain knowledge and access to information and materials that the other party deems to be confidential, proprietary or of strategic importance. The parties each agree that they shall maintain the strictest confidentiality of all such materials that the receive concerning the other party hereto. They shall not disclose such confidential information to any other party, shall not use such confidential information for their own purposes, and they shall protect such confidential information from disclose using the same or higher standards as they use to protect their own confidential information.

7.2 The parties agree that confidential information shall be limited to disclosure within the organization of the recipient to those top management personnel and developers with a bona fide need to know such information as a necessary part of their contribution to the performance under this Agreement.

7.3 For purposes of this Agreement, confidential information shall include any and all information that is of a proprietary, confidential or trade secret nature, of strategic importance, or is otherwise considered to be confidential or proprietary by the releasing party. Confidential information will include items such as business plans, marketing plans and strategies, formula, processes, data, software source codes, financial information, customer lists, and all other information deemed confidential by the parties. Confidential information shall not include items that are generally available to the public, generally known in the industry, exist in the public domain, is learned from an outside source independent from the relationship established by this Agreement or was known prior to the entering of this Agreement.

ARTICLE VIII
TERM AND TERMINATION

8.1 This Agreement shall commence on the effective date hereof and shall remain in effect until the earlier of the completion of all services called for hereunder to be performed by the Developer, or the earlier termination of this Agreement as provided in this Article VIII.

8.2 This Agreement may be terminated by the customer, with or without cause, by giving ten (10) business days written notice of such termination to the Developer.

8.3 Customer may terminate this Agreement immediately upon written notice to the Developer in the event that the Developer substantially breaches or defaults under any of Developer's obligations contained in this Agreement or if the Developer is unable to or refuses to perform services hereunder.

8.4 Upon the effective date of any termination of this Agreement, all legal obligation, rights and duties arising out of this Agreement shall terminate except that: (i) Customer shall remain obligated to pay any balance due to the Developer for services provided hereunder: (ii) the Confidentiality Restrictions of this Agreement shall continue to apply and shall survive the termination of this Agreement as ongoing covenants between the parties.

ARTICLE IX
MISCELLANEOUS PROVISIONS

9.1 Notices. Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall deemed to be delivered if transmitted via Email at the Email addresses listed below, except for any notice of termination of this Agreement which shall be in writing and sent by Postal Mail, Certified Mail, Return Receipt Requested and shall be deemed to have been delivered five (5) business days after the date of mailing. Addresses and Email addresses for such notices shall be:

If To Developer: production@itsyndicate.ca

If To Customer: Customers Email Address.

9.2 No Assignment. The Services to be performed by Developer hereunder are personal in nature, and Customer has engaged Developer as a result of Developer's unique expertise relating to such Services. Neither this Agreement nor any right, interest, duty or obligation hereunder may be assigned, transferred or delegated by Developer without the express written consent of Customer which consent may be withheld in the discretion of the Customer.

9.3 Independent Contractor Status. The parties agree that Developer shall be an independent contractor and not an agent, employee or representative of Customer. Customer shall have no right to direct or control the details of the Developer's work. Developer shall not receive any fringe benefits or other perquisites that the Customer may provide to its employees and Developer agrees to be responsible for its own business overhead and costs of doing business and to furnish (or reimburse Customer for) all tools and materials necessary to accomplish the services required of the Developer pursuant to this Agreement, and shall incur all expenses associated with performance, except as expressly provided in Exhibits or amendments to this Agreement. Developer shall be responsible for paying all taxes on payments received pursuant to this Agreement and that Customer shall have no obligation to withhold taxes from service fees payable to the Developer hereunder. Developer hereby indemnifies and holds the customer harmless any obligation that may be imposed on Customer (i) to pay in withholding taxes or similar items or (ii) resulting from Developer's being determined not to be an independent contractor.

9.4 In interpreting the terms of this Agreement, the parties agree that the laws of the Province of British Columbia shall be applicable. All suits permitted to be brought in any court shall be venued in Victoria, British Columbia, Canada.

9.5 This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This Agreement may be changed, modified or amended only in a written agreement that is duly executed by authorized representatives of the parties. If any provisions hereof is deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability of effectiveness of the remainder of the Agreement shall not be effected and this Agreement shall be enforceable without reference to the unenforceable provision. No party's waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.

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