Carefully read the following terms and conditions of this agreement. By accessing and using the web hosting and electronic commerce services and associated software of SohoPortal.com, Inc. (“SohoPortal.com”), 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 SohoPortal.com WEB HOSTING AND ELECTRONIC COMMERCE SERVICES or associated software and promptly return the complete package including the software to SohoPortal.com.
 

This agreement constitutes the complete and exclusive statement of the agreement between you and SohoPortal.com with respect to the SohoPortal.com 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, SohoPortal.com and Customer agree as follows:
 

1.Order Acceptance, Payment.

1. All orders are subject to acceptance by SohoPortal.com. An order will be deemed accepted by SohoPortal.com when SohoPortal.com sends written confirmation of the order to Customer.
    

2. SohoPortal.com shall charge Customer’s credit card for the applicable set-up fees and monthly or annual fees according to the Web Hosting Package(s) selected by Customer and provided by SohoPortal.com. 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). SohoPortal.com 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 SohoPortal.com with a valid credit card number to which SohoPortal.com will automatically charge all SohoPortal.com fees as they become due. All monthly or annual fees and set-up fees shall be due in advance of the billing period 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 nonrefundable and SohoPortal.com does not issue pro rata refunds for fees paid in advance. If payment by Customer’s credit card is denied, or Customer’s charge is returned to SohoPortal.com for any reason, including charge back or Customer otherwise fails to make any payments owing to SohoPortal.com, SohoPortal.com may, at SohoPortal.com’s discretion, suspend or terminate access to the SohoPortal.com Services and/or terminate this Agreement. Customer’s right to use the SohoPortal.com Services are subject to any limits established by SohoPortal.com or by the issuer of Customer’s credit card. 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. SohoPortal.com may charge you for certain taxes and other applicable fees.
    

2.SohoPortal.com Services.
 

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

2. B. At Customer’s request, SohoPortal.com will acquire an Internet Second-Level Domain Name (“Domain Name”), from the Contracted Registrar on behalf of Customer. Customer’s request for and/or acceptance of a Domain Name obtained by SohoPortal.com shall in all cases constitute Customer’s waiver of any and all claims which Customer may have, or which may later arise, against SohoPortal.com 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 SohoPortal.com to obtain and/or maintain the Domain Name on behalf of Customer shall be charged to Customer by SohoPortal.com. Request for and acceptance of a domain name requires SohoPortal.com to supply the domain name to the Contracted Registrar, which in turns supplies the Domain Name to third parties. SohoPortal.com will be the sole billing and technical contact for the Domain Name.
    

3.Limited 30-Day Money-Back Guarantee.
 

SohoPortal.com offers a limited, one-time, thirty (30) day money back guarantee on Web Hosting and e-Commerce Hosting suites. If Customer is not completely satisfied with the SohoPortal.com Services provided under such Package within the first thirty (30) days, Customer may cancel this Agreement by notifying SohoPortal.com by calling the telephone number listed in Section 8C or writing to the address listed in Section 8C. In such case, Customer will receive a full refund of any amounts paid pursuant to this Agreement, except for set-up fees and excess network usage fees, which are nonrefundable. After the initial thirty (30) day period, the SohoPortal.com Services shall be deemed accepted for all purposes, provided no written claim has been received by SohoPortal.com within such thirty (30) day period.
 

4.Third Party Providers.
 

In order to access and use the SohoPortal.com Services, Customer may be required to subscribe to other SohoPortal.com services offered under separate agreements, including, but not limited to, the SohoPortal.com Internet Access Agreement. This Agreement does not in any way modify the terms of such agreements. In addition, Customer acknowledges that in order to access certain of the SohoPortal.com Services, Customer may have to agree to and execute agreements with third party providers who may charge Customer fees and charges which are in addition to the fees and charges imposed by SohoPortal.com.
 

5.Rules and Regulations.
 

From time to time SohoPortal.com may impose reasonable rules and regulations regarding the use of the SohoPortal.com Services. Such rules and regulations are called acceptable use policies and are posted on SohoPortal.com’s web site at http://www.sohoportal.com/aboutus/legal.php. All such acceptable use policies are incorporated by reference into this Agreement as if fully set forth herein.
 

6.License Grant.
 

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

7.Intellectual Property Rights.
 

Customer acknowledges and agrees that the SohoPortal.com Services constitute confidential and proprietary information of SohoPortal.com and its licensors and embodies trade secrets and intellectual property of SohoPortal.com and its licensors protected under Canadian and 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 SohoPortal.com Services, including, without limitation, associated intellectual property rights, are and shall remain with SohoPortal.com and its licensors. Customer shall not, and shall cause its employees and agents not to, disclose or transfer any portion of the SohoPortal.com 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 SohoPortal.com Services. Customer hereby acknowledges that, if SohoPortal.com at any time or from time to time performs any customizations or modifications to SohoPortal.com Services, all rights and interests to such customizations or modifications shall be the sole property of SohoPortal.com.
 

8.Term and Termination.

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

2. Upon any termination in accordance with Section 8(A)(i), SohoPortal.com shall permit Customer forty-eight (48) hours to download or otherwise copy any of Customer’s information and data residing on SohoPortal.com’s facilities prior to removing such information and data from SohoPortal.com’s facilities. Upon termination by SohoPortal.com under Sections 8(B)(ii), (iii) or (iv), SohoPortal.com may immediately remove all of Customer’s data and information from SohoPortal.com’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 SohoPortal.com. In cases where Customer’s account has been cancelled, and Customer is requesting reactivation, SohoPortal.com, 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.
    

3. To cancel a SohoPortal.com web hosting, domain name services or electronic commerce services, Customer should call the SohoPortal.com at 613-270-1478 or send a request via mail to SohoPortal.com, 174 Colonnade Road, Suite 29, Ottawa, ON , Canada, K2E 7J5, Attention: Web Hosting Cancellations. For assurance of delivery, SohoPortal.com recommends that requests for cancellation are sent via certified mail.
    

D.Sections 1, 7, 8, 9, 10, 11, 12, 13, 14 and 15 shall survive any termination of this Agreement.
 

9.Exclusion of Warranties.
 

SohoPortal.com PROVIDES THE SohoPortal.com 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 SohoPortal.com makes reasonable efforts to maintain the SohoPortal.com service, many factors are not within SohoPortal.com’s control. Therefore, SohoPortal.com does not warrant, and is not responsible for (even if caused by the negligence of SohoPortal.com) any loss of data, delays, non-delivery or misdelivery of information, lack of access, slows response time, or service interruptions or errors. Loss, delay or non-delivery of data can be due to but not limited to SohoPortal.com’s own negligence, viruses or other third parties. Customer’s data is defined as any data held by SohoPortal.com 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. SohoPortal.com provides no warranty to customer regarding the accuracy of usage statistics, which SohoPortal.com may provide in its discretion. Further, no advice or information given by an SohoPortal.com representative shall create a warranty or serve as an amendment to this agreement.
 

SohoPortal.com 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. SohoPortal.com reserves the right to change prices or material features at any time upon 30 days prior notice. SohoPortal.com reserves the right to institute new fees or new material features at any time upon 30 days prior notice. SohoPortal.com has the right to discontinue products or services and the right to remove or reassign IP addresses of a customer’s web site. SohoPortal.com 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 SohoPortal.com, SohoPortal.com 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. SohoPortal.com 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.
 

10.Limitation of Liability and Damages.
 

THE TOTAL AGGREGATE LIABILITY OF SohoPortal.com TO CUSTOMER SHALL BE LIMITED TO THE AMOUNT PAID TO SohoPortal.com BY CUSTOMER HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING A CLAIM IN WHICH SohoPortal.com IS LIABLE TO CUSTOMER. IN NO EVENT SHALL SohoPortal.com 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 SohoPortal.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 

11.Confidentiality.
 

Customer acknowledges that by reason of its relationship with SohoPortal.com, it may have access to certain information and materials relating to SohoPortal.com’s business, customers, software technology and marketing which SohoPortal.com treats as confidential (collectively “Confidential Information”). Customer shall: (i) hold in confidence, and not disclose or reveal to any person or entity, any Confidential Information without the clear and express prior written consent of a duly authorized representative of SohoPortal.com; and (ii) not use or disclose any of the Confidential Information for any purpose at any time, other than for the limited purpose of performance under this Agreement. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for two (2) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret.
 

12.Indemnification.
 

Customer shall indemnify and hold SohoPortal.com harmless against all third party claims, demands, suits, actions, judgments, losses, costs, damages (direct, indirect and consequential), attorney’s fees and expenses that Company may sustain or incur by reason of any breach or alleged breach of any term or condition of this Agreement (including reasonable attorney’s fees) and for any act or omission of Customer or its clients which are in any way related to the SohoPortal.com Service.
 

13.Export Control.
 

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

14.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, 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.
 

15.Miscellaneous.