Terms of Service

1. Orders & Services.
a. If approved by ACNT, the Order submitted by a Client creates a contract between the Client and ACNT, consisting of the Order, the applicable Service description and these Terms of Service. An Order is "Approved" by ACNT when (i) with respect to Orders submitted online, ACNT provisions Services in response to the Order or bills the Client for payment and (ii) with respect to Orders reduced to writing and signed on a legal ACNT form, when an authorized representative of ACNT executes and delivers such form signed by the Client.
b. ACNT will provide, and the Client will purchase and pay for, the Services specified in the Order for the service fees specified in the Order and the applicable Service description (the "Service(s) Fee").
c. In connection with any Hosting Services, if the operating system for any server hosting the Client Web site is a Microsoft software product or if the Client otherwise uses any Microsoft software products made available or distributed by ACNT in connection with the Services, Clients agrees to comply with the terms and conditions set forth in Addendum A.
d. In connection with any Hosting Services, Client will not use storage space in excess of the storage limits established for the Services in the Service descriptions, plus any storage space purchased by Client. If the Client uses storage space in excess of such amounts, ACNT may, without limiting its other rights or remedies, assess Client with additional charges.
e. In connection with any Hosting Services, if the Client's actual bandwidth usage in any month exceeds the limit in the Service description, Client will pay ACNT such additional fees as may be specified in the Service description.

2. Payment & Taxes.
Client will pay to ACNT the Service(s) Fee in the manner set forth in the Order. ACNT may increase the Service(s) Fee (i) in the manner permitted in the Service description and (ii) at any time on or after expiration of the Initial Term by providing ten (10) days prior written notice thereof to the Client. The Service(s) Fee do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Services or any software provided hereunder (excluding any tax on ACNT's net income). All such taxes will be added to ACNT's invoices for the Service(s) Fee as separate charges to be paid by the Client. All charges are fully collected when due and non-refundable when paid. Unless otherwise specified, invoices for the Service(s) Fee and related charges shall be due and payable within 30 days after the date of the invoice. Any amounts payable to ACNT not paid when due will be subject to a penalty charge or the maximum rate permitted by applicable law, whichever is less. If ACNT collects any payment due at law or through an attorney at law or under advice there from or through a collection agency, Client will pay all costs of collection, including, without limitation, all court costs and reasonable attorneys' fees. If any check is returned for insufficient funds, ACNT may impose a processing charge of $25.

3. Term and Termination.
a. Hosting Services will commence on the Effective Date indicated in the Order and continue for the duration of the Initial Term. Thereafter, the Order will automatically renew for successive periods (i) of twelve months (with respect to Non-Prepaid Plans) or (ii) as specified in the Service description (with respect to Prepaid Plans) unless the Order is earlier terminated in accordance with its terms, or either party gives written notice to the other party of non-renewal at least 30 days prior to expiration of the then-current term.
b. Either party may terminate this Agreement immediately upon the occurrence of any one or more of the following events: (i) the other party fails to pay when due any amounts required to be paid under this Agreement; (ii) the other party breaches any material term or provision of this Agreement (other than a breach described in subsection (i) above), and if capable of cure, such breach remains uncured 30 days after the non-breaching party gives written notice thereof to the breaching party; or (iii) the other party becomes insolvent, makes an assignment for the benefit of its creditors, institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party's assets.
c. ACNT may terminate this Agreement (i) if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical, legal or regulatory reason, by giving the Client as much prior notice as reasonably practicable or (ii) immediately by giving written notice to Client, if ACNT determines in good faith that the Client's use of the Client Web site or the Client Content violates the Acceptable Use Policy.
d. Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 3(d), 3(e), 4, 8, 10, 11, 13 and 14 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement. Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which ACNT may be entitled.
e. With respect to Non-Prepaid Plans, within 30 days after the termination of this Agreement, the Client is fully responsible of paying the Termination Charge to ACNT unless (i) ACNT terminated the Order under Section 3(c) or (ii) The Client terminated the Order under Section 3(b). With respect to Prepaid Plans, the Client is fully responsible of paying the Termination Charge as provided in the Service description. The parties agree that the Termination Charge constitutes consideration for ACNT's time, effort and expense in preparing and reserving the capacity to perform its obligations hereunder, as actual damages are difficult to ascertain. If Client terminates the Order in accordance with Section 3(b), or if ACNT terminates the Order under Sections 3(c)(i) or 12(c), ACNT shall return to Client, and Client shall accept, as Client's sole and exclusive remedy for ACNT's breach of the Order, any Service(s) Fee paid in advance by Client hereunder attributable to Services not yet rendered as of the date of termination.

4. Warranties & Client's Representations.
Client hereby represents and warrants to ACNT, and agrees that during the Term, Client will ensure that: Client is the owner or valid licensee of the Client Content and each element thereof, and Client has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Client Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by ACNT to pay any fees, residuals, guild payments or other compensation of any kind to any Person; Client's use, publication and display of the Client Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any Person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any Person, including, without limitation, any contractual, statutory or common law right or any "moral right" or similar right however denominated; Client will comply with all applicable laws, rules and regulations regarding the Client Content and the Client Web site and will use the Client Web site only for lawful purposes; and Client has used its best efforts to ensure that the Client Content is and will at all times remain free of all computer viruses, worms, Trojans and other malicious code.

5. License.
Client hereby grants to ACNT a non-exclusive, royalty-free, worldwide right and license during the Term to do the following to the extent necessary in the performance of Services under the Order: digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Client Content; and make archival or back-up copies of the Client Content and the Client Web site). Except for the rights expressly granted above, ACNT is not acquiring any right, title or interest in or to the Client Content, all of which shall remain solely with Client.

6. ACNT's Acceptable Use Policy.
Client will abide by, and utilize the Services and the Client Web site only in accordance with the Acceptable Use Policy (the "AUP") that ACNT places on its Web site, as such AUP may be changed by ACNT from time to time. The AUP is hereby incorporated herein and made a part hereof by this reference. The Client shall impose the AUP on its clients and End Users to the extent necessary to ensure their compliance. The Client shall familiarize itself with the AUP and periodically access ACNT's Web site to determine if ACNT has made any changes thereto.

7. Client's Responsibilities.
a. Client is solely responsible for the quality, performance and all other aspects of the Client Content and the goods or services provided through the Client Web site.
b. The Client will cooperate fully with ACNT in connection with ACNT's performance of the Services. Client must provide any equipment or software that may be necessary for the Client to use the Services. Delays in Client's performance of its obligations under this Agreement will extend the time for ACNT's performance of its obligations that depend on Client's performance on a day for day basis. Client will notify ACNT of any change in Client's mailing address, telephone, eMail or other contact information.
c. Client assumes full responsibility for providing End Users with any required disclosure or explanation of the various features of the Client Web site and any goods or services described therein, as well as any rules, terms or conditions of use.
d. Client will provide ACNT with a registered domain name for the Client Web site, or, upon Client's request and subject to the terms and conditions set forth below, ACNT will register an Internet domain name on behalf of the Client through ACNT registrar approved partner by ICANN. ACNT's registration of any domain name is subject to (i) ACNT receiving from Client all information needed from Client in order to complete such registration, and (ii) such domain name not being in violation of any applicable law, rule or regulation or the policies of the applicable registration service. Registration of a domain name is subject to availability of such domain name for registration, and ACNT will not be responsible if a domain name is not available for any reason. ACNT will also not be responsible for any infringement of third-party rights caused by its registration of a domain name for Client. Client waives any claims it may have against ACNT for, and hereby releases ACNT of and from, any loss, damage, liability or expense arising out of, or relating to, the registration of such domain name in any online or offline network directories, membership lists or registration lists, or the release of the domain name from such directories or lists following the termination of services by ACNT for any reason. Client will reimburse ACNT for all costs and expenses incurred by ACNT in registering or maintaining a domain name for Client, including, without limitation, all fees charged by the applicable registrar. Client acknowledges that its rights to any domain name registered by ACNT are not being granted by ACNT but are subject to the rules and regulations of the applicable registrar and applicable laws. Client agrees to be bound by the terms and policies of the applicable registrar and the policies of the national DNS registration authorities to which Client becomes subject upon registration of the domain name. Client's inability to use a domain name shall not entitle Client to a refund by ACNT of any fees paid with respect to the registration of such unusable domain name. The domain name for the Client Web site shall be the property of Client.
e. Because the Hosting Services permit Client to electronically transmit or upload content directly to the Client Web site, Client shall be fully responsible for uploading all content to the Client Web site and supplementing, modifying and updating the Client Web site. Client is also responsible for ensuring that the Client Content and all aspects of the Client Web site are compatible with the hardware and software used by ACNT to provide the Hosting Services, as the same may be changed by ACNT from time to time. Specifications for the hardware and software used by ACNT to provide the Hosting Services will be available on ACNT's Web site. Client shall periodically access ACNT's Web site to determine if ACNT has made any changes thereto. ACNT shall not be responsible for any damages to the Client Content, the Client Web site or other damages or any malfunctions or service interruptions caused by any failure of the Client Content or any aspect of the Client Web site to be compatible with the hardware and software used by ACNT to provide the Hosting Services.
f. Unless the applicable Service description provides otherwise, Client is solely responsible for making back-up copies of the Client Web site and Client Content.

8. Intellectual Property.
a. ACNT hereby grants to Client a non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use applicable ACNT Technology solely for the purpose of accessing and using the Services. Client may not use the ACNT Technology for any purpose other than accessing and using the Services. Except for the rights expressly granted above, this Agreement does not transfer from ACNT to Client any ACNT Technology, and all rights, titles and interests in and to the ACNT Technology shall remain solely with ACNT. Client shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the ACNT Technology.
b. ACNT's trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of ACNT. Client may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of ACNT. ACNT shall maintain and control all Internet protocol numbers and addresses that may be assigned by ACNT to Client. ACNT may, in its sole discretion, change or remove any and all such Internet protocol numbers and addresses.
c. Any feedback, data, answers, questions, comments, suggestions, ideas or the like which Client sends to ACNT relating to the Services will be treated as being non-confidential and non-proprietary. ACNT may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.

9. Limited Warranty.
a. ACNT represents and warrants to Client that the Services will be performed (i) in a manner consistent with industry standards reasonably applicable to the performance thereof; (ii) at least at the same level of service as provided by ACNT generally to its other clients for the same services; and (iii) in compliance in all material respects with the applicable Service descriptions. Client will be deemed to have accepted such Services unless Client notifies ACNT within 30 days after performance of any Services of any breach of the foregoing warranties. Client's sole and exclusive remedy, and ACNT's sole obligation, for breach of the foregoing warranties shall be for ACNT, at its option, to re-perform the defective Services at no cost to Client, or, in the event of interruptions to the Services caused by a breach of the foregoing warranties, issue Client a credit in an amount equal to the current monthly Service(s) Fee pro-rated by the number of hours in which the Services have been interrupted.
b. The foregoing warranties shall not apply to performance issues or defects in the Services (i) caused by factors outside of ACNT's reasonable control; (ii) that resulted from any actions or inactions of Client or any third parties; or (iii) that resulted from Client's equipment or any third-party equipment not within the sole control of ACNT.
c. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, ACNT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ACNT HEREBY EXPRESSLY DISCLAIMS THE SAME. WITHOUT LIMITING THE FOREGOING, ANY THIRD-PARTY SOFTWARE PROVIDED TO THE CLIENT HEREUNDER IS PROVIDED "AS IS" WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. ACNT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

10. Limitation of Liability.
a. IN NO EVENT WILL ACNT'S LIABILITY IN CONNECTION WITH THE SERVICES, ANY SOFTWARE PROVIDED HEREUNDER OR ANY ORDER, WHETHER CAUSED BY FAILURE TO DELIVER, NON-PERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE AGGREGATE SERVICE FEES PAID TO ACNT BY THE CLIENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
b. ACNT CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. ACNT WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM.
c. EXCEPT AS EXPRESSLY PROVIDED BELOW, NEITHER PARTY SHALL BE LIABLE IN ANY WAY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF ANY ORDER, OR (EXCEPT AS PROVIDED IN SECTIONS 11 AND 12) FOR ANY CLAIM AGAINST THE OTHER PARTY BY A THIRD PARTY, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.
d. The limitations contained in this Section 10 apply to all causes of action in the aggregate, whether based in contract, tort or any other legal theory (including strict liability), other than claims based on fraud or willful misconduct. The limitations contained in Section 10(c) shall not apply to liability arising on account of a party's breach of Section 13 or to Client's indemnification obligations under Section 11.

11. Indemnification of ACNT.
Client shall defend, indemnify and hold harmless ACNT, its partners and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the "ACNT Indemnitees"), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys' fees) which any of the ACNT Indemnitees may suffer, incur or sustain resulting from or arising out of (i) Client's breach of any representation, warranty, or covenant contained in the Agreement, (ii) the Client Content, the Client Web site or any End User's use of the Client Content or the Client Web site, (iii) violation by Client or any of its officers, directors, employees or agents of the AUP or any applicable laws, (iv) claims or actions of third parties alleging misappropriation of trade secrets or infringement of patents, copyrights, trademarks or other intellectual property rights arising from the use, display or publication of Client's domain names, the Client Web site, the Client Content, or the use of the Services in combination with hardware, software or content not provided by ACNT, (v) claims or actions by third parties relating to or arising out of Client's use of the Services, and (vi) any failure of the Client Content or any aspect of the Client Web site to be compatible with the hardware or software used by ACNT to provide the Services, including any damage to ACNT's servers or other hardware caused thereby.

12. Indemnification of Client.
a. Subject to Section 10, ACNT shall, at its own expense, indemnify, defend and hold Client harmless from any claim or suit alleging that the Services infringe any United States patent, copyright or trademark existing on the Effective Date, or that ACNT has knowingly misappropriated any trade secret or other intellectual property right of any other Person, including any losses, damages or expenses arising from any such claim or suit. Client agrees to cooperate with and assist ACNT in the defense or settlement of any such claim or suit. Client shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation or assistance requested by ACNT, but ACNT will not be liable for any costs or expenses incurred without its prior written authorization.
b. Promptly after receipt by Client of a threat of any claim or suit, or a notice of the commencement or filing of any claim or suit, against which Client may be indemnified hereunder, Client shall give written notice thereof to ACNT, provided that failure to give or delay in giving such notice to ACNT shall not relieve ACNT of any liability it may have to Client hereunder, except to the extent that the defense of such claim or suit is prejudiced thereby. ACNT shall have sole control of the defense, and of all negotiations for settlement, of such claim or suit. Subject to the foregoing, Client may participate in the defense of any such claim or suit at Client's own expense.
c. If an injunction, decree or judgment is, or ACNT believes in its sole discretion is likely to be, entered providing that Client may not use the Services as contemplated in this Agreement without violating the intellectual property rights of a third party, ACNT may, at its sole option and expense, either (i) procure for Client the right to use the Services or affected part thereof as provided in this Agreement; (ii) replace the Services or affected part thereof with other non-infringing services or modify the Services or affected part thereof so as to be non-infringing; or (iii) terminate this Agreement upon written notice to Client.
d. Notwithstanding Section 12(a), ACNT assumes no liability for infringement claims arising from (i) use of the Services with third-party products or services where the third-party products or services cause the infringement, (ii) any modification of the Services not authorized by ACNT in writing, (iii) the Client Content, the Client Web site or any content, data or information provided or supplied by an End User, or (iv) Client's use of any third-party software provided hereunder. THE FOREGOING DEFENSE AND INDEMNIFICATION PROVISIONS STATE THE ENTIRE LIABILITY AND OBLIGATION OF ACNT, AND THE EXCLUSIVE REMEDY OF THE CLIENT, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT BY THE SERVICES PROVIDED HEREUNDER.

13. Confidentiality; Non-Solicitation.
a. Each party will not, without the prior written consent of the other party, use or disclose to any Person any Proprietary Information of the other party disclosed or made available to it EXCEPT for use of such Proprietary Information as required in connection with the performance of its obligations or use of the Services hereunder. Subject to Section 13(b), each party will (i) treat the Proprietary Information of the other party as secret and confidential, (ii) limit access to the Proprietary Information of the party to those of its employees who require it in order to effectuate the purposes of this Agreement, and (iii) not disclose the Proprietary Information of the other party to any other Person without the prior written consent of the other party.
b. Notwithstanding Section 13(a), the following shall not be considered Proprietary Information: (i) any information that the receiving party can demonstrate by written documentation was within its legitimate possession prior to the time of disclosure by the disclosing party; (ii) any information that was in the public domain prior to disclosure by the disclosing party as evidenced by documents that were published prior to such disclosure; (iii) any information that, after disclosure by the disclosing party, comes into the public domain through no fault of the receiving party, (iv) any information that is disclosed to the receiving party without restriction by a third party who has legitimate possession thereof and the legal right to make such disclosure; or (v) any information that, two years after expiration or termination of this Agreement, does not constitute a trade secret under applicable law.
c. Each party acknowledges that disclosure of any aspect of the Proprietary Information of the other party shall immediately give rise to continuing irreparable injury to the other party inadequately condensable in damages at law, and, without prejudice to any other remedy available to the other party, shall entitle the other party to injunctive or other equitable relief. Upon expiration or termination of this Agreement for any reason, each party shall promptly return to the other party all Proprietary Information of the other party (including all copies thereof) in its possession or control.
d. During the term of this Agreement and for two years following expiration or termination of this Agreement, Client will not, directly or indirectly, solicit or recruit the services of any employee of ACNT performing services under this Agreement, while such employee is employed by ACNT and for a period of six months after such employee has left the employment of ACNT.

14. Optional Services. In connection with any Optional Services:
a. Client must provide ACNT with any information, login identifications, passwords or other information or access to facilities that ACNT may reasonably require to provide the Optional Services ACNT will have no responsibility for any delays or increased costs or expenses associated with Client's failure to provide any of such information. If Client does not provide any such information or access requested by ACNT within thirty (30) days of ACNT's request therefore, ACNT may terminate the Order and retain any Service(s) Fee paid.
b. If Client requested that ACNT perform the Optional Services by a particular deadline or that ACNT achieve some particular result or outcome, ACNT will use commercially reasonable best efforts to perform the Services by any such deadline and achieve the result requested by Client; provided, however, that (i) ACNT's ability to perform the Services is subject to Client's provision of information and access as provided above and (ii) ACNT has no liability or obligation to complete the Services by any deadline or achieve any particular outcome of result.
c. If Client wishes to convey documents or files to ACNT, Client should deliver to ACNT a copy or duplicate of such documents or files and not the original copy. ACNT will not return to Client any documents or files conveyed to ACNT.

15. Miscellaneous.
a. Independent Contractor. ACNT and the Client are independent contractors and nothing contained in this Agreement places ACNT and Client in the relationship of principal and agent, master and servant, partners or joint ventures. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.
b. Governing Law; Jurisdiction. The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, without regard to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. ANY SUIT, ACTION OR PROCEEDING CONCERNING THIS AGREEMENT MUST BE BROUGHT IN A NEVADA STATE OR FEDERAL COURT LOCATED IN CLARK COUNTY, NEVADA, AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
c. Headings. The headings herein are for convenience only and are not part of this Agreement.
d. Entire Agreement; Amendments. This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. In case of a conflict between this Agreement and any purchase order, service order, work order, confirmation, correspondence or other communication of Client or ACNT, the terms and conditions of this Agreement shall control. No additional terms or conditions relating to the subject matter of this Agreement shall be effective unless approved in writing by any authorized representative of Client and ACNT. This Agreement may not be modified or amended except by another agreement in writing executed by the parties hereto; provided, however, that these Terms of Service may be modified from time to time by ACNT in its sole discretion, which modifications will be effective upon posting to ACNT's Web site.
e. Severability. All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
f. Notices. All notices and demands required or contemplated hereunder by one party to the other shall be in writing and shall be deemed to have been duly made and given upon date of delivery if delivered in person or by an overnight delivery or postal service, upon receipt if delivered by facsimile the receipt of which is confirmed by the recipient, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the addresses or facsimile numbers set forth below the parties' signatures. Either party may change its address or facsimile number for purposes of this Agreement by notice in writing to the other party as provided herein. Shared Clients may give, and be given, notice by electronic means in certain circumstances as provided in the Service description.
g. Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
h. Assignment; Successors. The Client may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of ACNT. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. ACNT may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Client. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns.
i. Limitation of Actions. Either party may bring, no action regardless of form arising by reason of, or in connection with this Agreement, more than two years after the cause of action has arisen.
j. Counterparts. If this Agreement is signed manually, it may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If this Agreement is signed electronically, ACNT's records of such execution shall be presumed accurate unless proven otherwise.
k. Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
l. No Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights, legal or equitable, in any Person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, Client acknowledges and agrees that Microsoft, and any supplier of third-party supplier that is identified as a third-party beneficiary in the Service Description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against Client as if it were a party to this Agreement. Without limiting the foregoing, MSLI, GP, a wholly-owned subsidiary of Microsoft Corporation, is an intended third-party beneficiary of the terms and conditions set forth in Addendum A with the right to enforce those provisions as provided in the preceding sentence.
m. Government Regulations. Client may not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Client operates or does business.
n. Marketing & Promotions. Client agrees that during the term of this Agreement ACNT may publicly refer to Client, orally and in writing, as a customer of ACNT. Any other public reference to Client by ACNT requires the written consent of Client.
o. Telephone Monitoring. To ensure ACNT's clients receive quality service, ACNT randomly selects phone calls for monitoring. The Quality Assurance personnel, to guarantee that prompt, consistent assistance and accurate information is delivered in a professional manner, evaluates these calls, between ACNT's clients and employees.

16. Definitions.
For purposes of this Agreement, the following terms have the meanings specified as follow:
a. "Agreement" means each contract created between ACNT and Client for the provision of Services consisting of an Order, the applicable Service description and these Terms of Service.
b. "Client Content" means all data, graphics, text, names, marks, logos, hypertext links to other Web sites and other information incorporated in, transmitted through or published or displayed on the Client Web site.
c. "Client Web site" means Client's site on the World Wide Web portion of the Internet that ACNT hosts under this Agreement.
d. "End User" means any Person who accesses or uses the Client Web site via the Internet.
e. "ACNT Technology" means ACNT's proprietary technology, including, without limitation, ACNT services, software tools, hardware designs, algorithms, software (in source code and object code forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by ACNT or licensed to ACNT from a third party), and also including any derivatives, improvements, enhancements, updates, modifications or extensions of ACNT Technology conceived, reduced to practice or developed during the term of this Agreement by either party.
f. "Person" means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association or organization, or government or any agency or political subdivision thereof.
g. "Proprietary Information" means all technical, business and other information of a party (i) that is not generally known to the public, (ii) that derives value, economic or otherwise, from not being generally known to the public or to other Persons who can obtain value from its disclosure or use, and (iii) which information is subject to efforts that are reasonable under the circumstances to maintain the secrecy thereof.
h. "Order" means the Order submitted by the Client to ACNT for Services, whether such Order is submitted online through ACNT's Web site or on a written Order form (electronic, fax, etc…).
i. "Prepaid Plan" means Hosting Service provided by ACNT to Client where the Order provides that the Client must pay for the Hosting Service in advance for the Initial Term. "Non-Prepaid Plan" means any Hosting Service provided by ACNT to Client that is not a Prepaid Plan.
j. "Termination Charge" means, with respect to Non-Prepaid Clients only, as of any date of calculation, an amount equal to one hundred percent (100%) of the fees that would become due over the balance of the then-current Term.
k. "Terms of Service" means these Terms of Service, as the same may be modified, altered or amended from time to time by ACNT.
l. "Service" means either Hosting Service or Optional Service. "Hosting Service" means the Service provided by ACNT in response to an Order whereby ACNT provides the Client with specified connectivity, storage space and bandwidth for the hosting of a Client Web site as more particularly described in the applicable Service Description. "Optional Service" means any additional Service (other than Hosting Service) ACNT may provide in response to an Order, as more particularly described in the applicable Service Description.
m. "Service Description" means the applicable documents made available by ACNT to Client to describe the applicable Services at the time the Order is accepted by ACNT.
n. "Term" means the duration of any Agreement between ACNT and Client. With respect to Hosting Services, the "Initial Term" is the initial term specified in the Order and the "Renewal Term" is the period of time beginning on the expiration of the Initial Term and ending on the termination of expiration of the Order in accordance with its terms. With respect to Optional Services, the "Term" begins when ACNT accepts the Order and ends on the first to occur of (i) ACNT's completion of performance, or (ii) the earlier termination of the Order in any manner permitted by these Terms of Service.

ADDENDUM A

USE OF MICROSOFT SOFTWARE PRODUCTS
This document ("License") concerns your use of certain Microsoft software products provided to you as a service by ACNT, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation (collectively "Software Products").
ACNT does not own the Software Products and the use thereof is subject to certain rights and limitations of which you need to be informed. The Client right to use the Software Products as a service is pursuant to the agreement with ACNT and is subject to the understanding of and compliance with the following terms.

1. DEFINITIONS.

"Client Software" means software that allows a Device to access or utilize the services or functionality provided by the Server Software.

"Device" means each of a computer, workstation, terminal, handheld PC, pager, telephone, "smart phone," or other electronic device.

"Server Software" means software that provides services or functionality on a computer acting as a server.

"Other Software" means the software described in Paragraph 14 ("Other Rights and Limitations") below.

2. OWNERSHIP OF SOFTWARE PRODUCTS. The Software Products are licensed to ACNT from MSLI, GP ("Microsoft"), a Nevada general partnership and a wholly owned subsidiary of Microsoft Corporation. All title and intellectual property rights in and to the Software Products (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the Software Products) are owned by Microsoft or its suppliers. All title and intellectual property rights in and to the content that may be accessed through use of the Software Products are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. Nothing herein grants you any rights to use such content.

3. USE OF SOFTWARE PRODUCTS. You may only use the Software Products in accordance with the instructions, and in connection with the application services, provided to you by ACNT. You are only authorized to remotely access the functionality of the Software Products except for certain Client Software and Other Software that may be installed on your Devices as expressly authorized by ACNT. Other than such Client Software and Other Software, you may not install any other components of the Software Products on your Devices. Microsoft may add new Software Products or reasonably modify the use rights with respect to existing Software Products. You will be provided notice of such changes by eMail or by posting of the changes on ACNT's Web site. Your use of any new Software Products will be subject to the terms and conditions of this License. Your use of an existing Software Product whose use rights are modified after ACNT has provided notice of the modifications constitutes your acceptance of such modifications.

4. COPIES. You may not make any copies of the Software Products; provided, however, that you may install one (1) copy of certain client Software on your Device as expressly authorized by ACNT; and you may install copies of certain Other Software as described in Paragraph 14 (Other Rights and Limitations) below. You must erase or destroy such Client Software and/or the Other Software upon termination of your agreement with ACNT, upon notice from ACNT or upon transfer of your Device to another person or entity, whichever first occurs. You may not copy the printed materials accompanying the Software Products.

5. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse-engineer, decompile, or disassemble the Software Products, except and only to the extent that such activity is expressly permitted by applicable law not withstanding this limitation.

6. RENTAL. You may not rent, lease, or lend or directly or indirectly transfer the Software Products to any third party.

7. TERMINATION. Without prejudice to any other rights, ACNT may terminate your rights to use the Software Products if you fail to comply with these licensing terms. In addition, your rights to use the Software Products will automatically terminate upon the termination for any reason whatsoever of the agreement under which the Software Products are licensed to ACNT from Microsoft (the "License Agreement"). Upon expiration of the License Agreement, your rights to use the Software Products will terminate on the earlier of (i) the expiration or termination of your agreement with ACNT or (ii) three years from the date of expiration of the License Agreement. Your rights to use any Software Product may be terminated if Microsoft ceases licensing the Software Product to ACNT due to an intellectual property infringement claim or in accordance with a court or other governmental order. In any such event of termination, you must cease using and destroy all copies of the Software Products and all of the component parts thereof.

8. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. YOUR AGREEMENT IS WITH ACNT AND ANY WARRANTIES, ASSUMPTION OF LIABIILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED BY ACNT AND NOT BY MICROSOFT.

9. PRODUCT SUPPORT. Product support for the Software Products, if any, is provided to you by ACNT and is not provided by Microsoft or its affiliates or subsidiaries.

10. NOT FAULT-TOLERANT. THE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE IN ENVIRONMENTS OR APPLCIATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

11. EXPORT RESTRICTIONS. You acknowledge that the Software Products are of U.S. origin. You agree to comply with all applicable international and national laws that apply to the Software Products, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.Microsoft.com/exporting/.

12. NOTE ON JAVA SUPPORT. The Software Products may contain support for programs written in Java. Java technology is not fault-tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of Java technology could lead directly to death, personal injury, or severe physical or environmental damage. Sun Microsystems, Inc. has contractually obligated Microsoft to make this disclaimer.

13. U.S. GOVERNMENT RIGHTS. All Software Products provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All Software Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

14. OTHER RIGHTS AND LIMITATIONS. For Commerce Server, Host Integration Server and Internet Security and Acceleration Server - Use of Redistributable Software ("SDK Software"). If included in the Software Product, you may install and use copies of the SDK Software on one or more computers located at your premises solely for the purpose of building applications that work in conjunction with the Server Software ("Applications"). You may modify the Sample Code (identified in the "samples" directories) to design, develop, and test your Applications, and may reproduce and use the sample Code, as modified, on one or more computers located at your premises. You may also reproduce and distribute the Sample Code, along with any modifications you make thereto (for purposes of this section, "modifications" shall mean enhancements to the functionality of the Sample Code), and any other files that may be listed and identified in a REDIST.TXT file as "redistributable" (collectively, the "Redistributable Code") provided that you agree: (1) to distribute the Redistributable Code in object code form and only in conjunction with your Application, which Application adds significant and primary functionality to the Redistributable Code; (2) not to use Microsoft's name, logo, or trademarks to market the Application; (3) to include a valid copyright notice in your name on the Application; (4) to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Application; (5) to otherwise comply with the terms of this License; and (6) that Microsoft reserves all rights not expressly granted.
For Small Business Server - General (excluding Microsoft SQL Server). Note Regarding Use of Redistributable Components. You may modify, reproduce and/or distribute the files listed in the REDIST.TXT file (collectively referred to as "Redistributable Components") provided that you comply with the Modification and Distribution Terms listed in such REDIST.TXT file.
For Small Business Server - Microsoft SQL Server. Note Regarding the Use of Redistributable Components. You have the nonexclusive, royalty-free right to use, reproduce and distribute the Microsoft SQL Server Desktop Engine ("MSDE") and the files listed in the REDIST.TXT contained in the Software Product (collectively, the "Redistributable Code"), provided that you also comply with the following:

i. General Requirements. If you choose to redistribute any portion of the Redistributable Code, you agree:

1. To distribute the Redistributable Code in object code form and only in conjunction with and as a part of a software application product developed by you that adds significant and primary functionality to the Software Product ("Application");

2. Not to use Microsoft's name, logo, or trademarks to market the Application;

3. To include a valid copyright notice in your name on the Application;

4. To indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use of distribution of the Application; and

5. To otherwise comply with the terms of this License.

You also agree not to permit further distribution of the Redistributable Code by your end users except you may permit further redistribution of the Redistributable Code by your distributors if they only distribute the Redistributable Code in conjunction with, and as part of, the Application and you and your distributors comply with all other terms of this License.

ii. Additional Requirements for MSDE. If you choose to redistribute MSDE, you also agree:

1. That your Application shall not substantially duplicate the capabilities of Microsoft Access or, in the reasonable opinion of Microsoft, compete with same; and

2. That unless your Application requires your clients to license Microsoft Access in order to operate, you shall not reproduce or use MSDE for commercial distribution in conjunction with a general purpose word processing, spreadsheet or database management software product, or an integrated work or product suite whose components include a general purpose word processing, spreadsheet, or database management software product except for the exclusive use of importing data to the various formats supported by Microsoft Access. Note: A product that includes limited word processing, spreadsheet or database components along with other components which provide significant and primary value, such as an accounting product with limited spreadsheet capability, is not considered to be a "general purpose" product.

For Microsoft SQL Server. Use of Redistributable Code. You have the nonexclusive, royalty-free right to use, reproduce and distribute the Microsoft SQL Server Desktop Engine ("MSDE") and the files listed in the REDIST.TXT contained in the Software Product (collectively, the "Redistributable Code"), provided that you also comply with the following:

i. General Requirements. If you choose to redistribute any portion of the Redistributable Code, you agree:

1. To distribute the Redistributable Code in object code form and only in conjunction with and as a part of a software application product developed by you that adds significant and primary functionality to the Software Product ("Application");

2. Not to use Microsoft's name, logo, or trademarks to market the Application;

3. To include a valid copyright notice in your name on the Application.

4. To indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use of a distribution of the Application; and

5. To otherwise comply with the terms of this License.

You also agree not to permit further distribution of the Redistributable Code by your end users except you may permit further redistribution of the Redistributable Code by your distributors if they only distribute the Redistributable Code in conjunction with, and as part of, the Application and you and your distributors comply with all other terms of this License.

ii. Additional Requirements for MSDE. If you choose to redistribute MSDE, you also agree:

1. That your Application shall not substantially duplicate the capabilities of Microsoft Access or, in the reasonable opinion of Microsoft, compete with same; and

2. That unless your Application requires your clients to license Microsoft Access in order to operate, you shall not reproduce or use MSDE for commercial distribution in conjunction with a general purpose word processing, spreadsheet or database management software product, or an integrated work or product suite whose components include a general purpose word processing, spreadsheet, or database management software product except for the exclusive use of importing data to the various formats supported by Microsoft Access. Note: A product that includes limited word processing, spreadsheet or database components along with other components which provide significant and primary value, such as an accounting product with limited spreadsheet capability, is not considered to be a "general purpose" product.

For SMS Server. Installation - Client Software. You may install and use the Installer component of the Client Software ("SMS Installer") only for the purpose of creating installation programs through the use of SMS Installer ("Setup Programs"). You may also use and modify the source code designated as "Sample Code" in the SAMPLES.TXT file for the sole purposes of designing, developing, and testing your Setup Programs. You may also install and use in object code form the Redistributable Components (as defined below), along with any modifications you may make to the Sample Code, only on Devices within your organization for a purpose other than creation of Setup Programs, provided that: you reproduce and use the Redistributable Components only in conjunction with or as part of a Setup Program; a valid SAL is acquired by ACNT on your behalf for Microsoft Systems Management Server for each User that uses the Redistributable Components; and you indemnify, hold harmless and defend Microsoft and its suppliers from and against any claims or lawsuits, including attorneys' fees, that arise or result from the use of your Setup Program or any software installed by your Setup Program. You do not have any other right to install or use SMS Installer. You may reproduce and distribute the files listed in the REDIST.TXT file (collectively referred to as "Redistributable Components"), along with any modifications you may make to the Sample Code, provided that you comply with the Distribution Terms listed in such REDIST.TXT file. Note that the Distribution Terms include, among other conditions, terms similar to those described above.