1.1 General

This Agreement governs the terms and conditions under which AT&T makes the Services offered by AT&T available. Under this Agreement, you must comply with the "Acceptable Use Policy," as updated from time to time by AT&T, which can be viewed at www.corp.att.com/aup. If you purchase or transfer a domain name through AT&T you must comply with the “Domain Name Registration Agreement”, as updated from time to time by AT&T, which can be viewed at http://webhosting.att.com/Domain-Name-Registration-Agreement.aspx. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY SUBMITTING SUBSCRIBER INFORMATION, REGISTERING, AND ACTIVATING THE WEB HOSTING ACCOUNT, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT SUBMIT THE SUBSCRIBER INFORMATION OR ACTIVATE THE WEB HOSTING ACCOUNT.

Term

2.1 Term Commencement

This agreement ("Agreement") becomes effective when Account Holder inputs subscriber information, registers and activates their account.

2.2 Initial Term

AT&T will host an account for Account Holder, for the Account Holder´s registered domain name, for the period of time corresponding with the payment plan chosen by the Account Holder in the registration process (the "Initial Term").

2.3 Renewal term(s)

If Account Holder wishes to terminate the Services at the end of the Initial Term or any subsequent Renewal Terms, the Account Holder should send AT&T notice of intent to terminate either by (a) faxing the notice to 561-999-8215 or (b) by emailing the notice from the email contact account to support@att-webhosting.com or (c) calling AT&T Web Hosting at 1-888-932-4678 option 2. If Account Holder submits the notice of termination by email, the Account Holder shall confirm the termination by sending a second email or fax from the administrative contact phone number or contact email address on file. Account Holder notice of termination may not be submitted via U.S. mail or by phone notification. For Account Holders on month-to-month plans, if Account Holder fails to notify AT&T of its intent not to renew, Service will be deemed renewed by Account Holder under the terms of this Agreement on a month-to-month basis at AT&T´s then-current rates and charges applicable for month-to-month Service. For Account Holders on annual (12-month) plans, if Account Holder fails to notify AT&T of its intent not to renew, Service will be deemed renewed by Account Holder under the terms of this Agreement on an annual basis at AT&T´s then-current rates and charges for annual Service. If Account Holder renews for the Renewal Term, this Agreement will be renewed for the Renewal Term at AT&T´s then-current rates and charges.

Fees and Payment Terms

3.1 Fees and Expenses

Unless modified in accordance with Section 3.3. Account Holder will pay all fees due according to the prices and terms selected during the registration process, including overage fees, which are those fees that may be charged if an Account Holder utilizes resources in excess of the Account Holder´s plan limit ("Overage Fees").

3.2. Payment Terms

AT&T reserves the right to require a security deposit prior to provisioning Service. All installation or set-up fees and non-recurring charges, along with the first term´s (prepaid, one month or one year) service fees, shall be due and payable: 1.) if Account Holder is being billed with their telephone bill, on the due date of such bill; and 2.) if other payment arrangements have been made, within 14 days of invoice date. Thereafter, recurring fees and any Overage Fees will be invoiced, in advance, for the same term as the Initial Term chosen by Account Holder, according to AT&T´s billing cycle. Accounts that are past due will receive ten (10) days notice to pay. If the account is still unpaid after that ten (10) day cure period, service(s) may be suspended or terminated. Reactivation of the service after termination or cancelation for any reason shall require the payment of additional installation charges and is subject to the availability of facilities. All inquiries regarding payment or your account should be directed in the United States to 888-WEB-HOST (888-932-4678), or to 561-999-8507 if outside of the U.S.

3.3 Price Changes

During the initial term of this Agreement, Account Holder will not be charged an amount greater than the price set for the Services hereunder. AT&T, however, reserves the right, without prior notice, after such Initial Term, to change the prices charged to the Account Holder for the services provided by AT&T. Upon renewal, as provided in paragraph 2.3 above, the prices charged may be changed to the then prevailing price for the Services.

3.4 Taxes

Account Holder shall pay or otherwise be responsible for all federal, state, or local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property, or similar taxes, fees, or surcharges (hereinafter "Tax") imposed on, or with respect to, the Services under this Agreement.

3.5 Service Level Agreement and Credit Adjustments

While AT&T does not guarantee the performance objectives listed below, subject to the limitations and exceptions stated herein, AT&T will provide bill credits to an eligible Customer when one of the performance objectives shown is not met during a month.

The matrix below identifies the available service levels and percentage of monthly recurring charge credited should the service level not be met for a calendar month.

AVAILABLE SERVICE LEVEL AGREEMENT(S)
Linux VDS and MDS service level
Performance Objective: 99.9% server availability* during a calendar month.
Actual Service Level		99.8% to 98%			97.9% to 95%		94.9% to 90%			Below 90%
Credit		5%			10%		25%			50%
Windows VDS and MDS service level
Performance Objective: 99.9% server availability* during a calendar month
Actual Service Level	99.8% to 99%		98.9% to 98%	97.9% to 97%		96.9% to 96%		95.9% to 95%	94.9 to 90%		below 90%
Credit	2%		4%	6%		8%		10%	15%		25%

*Server availability is defined as the percentage of time in a month as measured by AT&T, less any scheduled maintenance periods, that the server is reachable across an IP network and is available for access by third parties via Internet Control Message Protocol (ICMP), i.e. ping.

Account Holder is responsible for reporting problems and requests for service level credits by contacting Support directly. Support will investigate and determine if the problem was within AT&T control. Support will determine the level of downtime that occurred and if credits apply. The Account Holder will be notified by email as to the status of the request, length of outage and any applicable SLA credits. The Account Holder must report service level credit requests within the calendar month following the calendar month with the service level in question for any credits to apply. Credits will apply to the next months billing.

In no event is Account Holder eligible for a billing credit for a month that exceeds the total charges paid for by Account Holder for the Service during that calendar month. AT&T is not responsible for failure to meet a performance objective resulting from (a) the negligent conduct or misuse of the Service By Account Holders or users of the Service, (b) the failure or deficient performance of power, equipment, services or systems not provided by AT&T, (c) service interruptions, deficiencies, or delays during any period when the Service is subject to maintenance, replacement or rearrangement by AT&T or during the implementation of an Account Holder order or installation, Force Majeure conditions.

Account Holder Obligations

4.1. Warranties of Account Holder

Account Holder represents and warrants that; (i) Account Holder is not a minor and is legally capable of entering into this Agreement, (ii) the performance of its obligations and use of the Services (by Account Holder, its customers and users) will not violate any applicable laws, regulations or cause a breach of any agreements with any third parties or unreasonably interfere with other AT&T customers´ use of AT&T services; (iii) Account Holder is not a resident of any country or affiliated with any of the organizations prohibited to do business within the United States as defined and set forth at: http://www.treas.gov/ofac and http://www.bis.doc.gov/dpl/thedeniallist.asp and (iv) that it will strictly comply with the Acceptable Use Policy, as set forth below in Section 4.2. of this Agreement, and these Terms and Conditions.

4.2 Compliance with Law and Acceptable Use Policy and Terms and Conditions

Account Holder agrees that it has received, read and understands the Acceptable Use Policy. The Acceptable Use Policy contains restrictions on Account Holder´s and Account Holder´s users´ online conduct (including prohibitions against unsolicited commercial email) and may contain financial penalties for violations of such restrictions. In the event that Account Holder fails to comply, Account Holder agrees to pay the financial penalties in accordance with the Acceptable Use Policy. The current version of the Acceptable Use Policy is set forth at www.corp.att.com/aup for Account Holder´s reference. AT&T may change the Acceptable Use Policy upon notice to Account Holder, which notice may be provided by posting such new Acceptable Use Policy at the Web site www.att.com/webhosting.

4.3 Prohibited Uses

In addition to those matters set forth in the Acceptable Use Policy, Account Holder shall not post, transmit, re-transmit or store material on or through any of Services which, in the sole judgment of AT&T (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for use by Account Holder. Account Holder agrees to indemnify and hold harmless AT&T from any claims resulting from the use of the services which damages Account Holder or any other party.

4.4. Government Regulations

The Account Holder will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction the Account Holder operates or does business. Account Holder shall be responsible for determining what laws or regulations are applicable to its use of the Services and Products. Account Holder shall, upon the request of AT&T, provide AT&T assurance of Account Holder´s compliance with those laws. Account Holder acknowledges that AT&T exercises no control whatsoever over the content of the information passing through Account Holder´s site(s) and that it is the sole responsibility of Account Holder to ensure that the information it and its users transmit and receive complies with all applicable laws and regulations and the Acceptable Use Policy.

4.5. IP Address

If AT&T assigns the Account Holder an Internet Protocol address in connection with the Account Holder´s use of the AT&T services, the right to use that Internet Protocol address will remain with and belong only to AT&T, and the Account Holder shall have no right to use such Internet Protocol address except as allowed by AT&T in its sole and absolute discretion.

4.6 Passwords; Account Ownership

The Account Holder shall be responsible for maintaining security of its password. AT&T will not change passwords to any account without proof of identification, which is satisfactory to AT&T, which may include written authorization with signature. In the event of any dissolution of a corporation or partnership, divorce or other legal action that includes Account Holder, Account Holder understands that AT&T will remain neutral and may put the account on hold until final adjudication of the disposition of the domain name by a court with appropriate jurisdiction. Under no circumstances will AT&T be liable for any losses incurred by Account Holder during this time of determination of ownership, or otherwise. The Account Holder agrees to indemnify and hold harmless AT&T from any and all Claims arising from such ownership disputes. In the event of a breach of security through the Account Holder´s account, the Account Holder will be liable for any unauthorized use of the AT&T services, including any damages resulting therefrom, until the Account Holder notifies AT&T ´s customer service department of the breach of security.

4.7 Domain Name Registrar Transfers

If Account Holder is transferring a domain name from a different domain name registrar of record to AT&T and its Domain Name Vendor, the following terms shall apply: In making the transfer request, Account Holder represents and warrants that: (i) Account Holder is the rightful holder of the registration for the domain name(s) to be transferred; (ii) Account Holder is not in default with respect to any obligations owed to the current registrar of record; (iii) Account Holder is not the subject of any pending bankruptcy proceeding; (iv) the domain name(s) are not currently the subject of any dispute or collection effort, including any attachment, levy, lien, garnishment, escrow or other proceedings; (v) Account Holder is legally authorized to request the transfer; and (vi) more than sixty (60) days have passed since the domain name(s) was registered, transferred to a new registrar, or renewed. Account Holder agrees that neither AT&T nor its Domain Name Vendor will have any responsibility for any obligations owed to the current registrar of record for the domain name(s) transferred, and Account Holder will be responsible for any costs that AT&T or its Domain Name Vendor may incur in resolving any claims brought by any third party (including the current registrar of record) relating to this transfer. Account Holder hereby authorizes AT&T and its Domain Name Vendor to take all actions reasonably necessary to transfer the domain name(s), including contacting and updating registration information with the current registrar of record and the registry.

4.8 Marketing

Account Holder shall not use AT&T´s name or any language, pictures or symbols which could, in AT&T´s judgment, imply AT&T´s identity in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.

4.9 Taxes

Account Holder is responsible for the charging and collecting from its end user customers any and all applicable taxes. If the Account Holder fails to impose and/or collect any tax from end users or its other retail customers as required herein, then, as between AT&T and the Account Holder, the Account Holder shall remain liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax by the applicable taxing authority. With respect to any tax that the Account Holder has agreed to pay or impose on and/or collect from end users or its other retail customers, the Account Holder agrees to indemnify and hold harmless AT&T for any costs incurred as a result of actions taken by the applicable taxing authority to collect the tax from AT&T due to the failure of the Account Holder to pay or collect and remit such tax to such authority.

4.10 Audit Rights

AT&T reserves the right to audit Account Holder´s site, and the materials comprising the site, at any time. If the audit reveals any act or omission, which in AT&T´s sole opinion, constitutes a violation of any local, state, federal or foreign law or regulation, AT&T may immediately shut down the site, and notify Account Holder of the action. Account Holder agrees that it waives any cause of action or claim it may have against AT&T for such action.

4.11 Investigation

Account Holder understands that AT&T may conduct an investigation into the Account Holder, Account Holder´s business, and/or its owners, officers, directors, managers and other principals. Based upon that investigation, AT&T reserves the right to refuse to do business with Account Holder, or to stop doing business with Account Holder. Account Holder agrees to hold AT&T harmless for any damages arising out of any form or cause of action, that could arise from AT&T´s actions. These audits or investigations will be conducted solely for the AT&T´s benefit, and not for the benefit of Account Holder or any third party.

4.12 No Third Party Beneficiaries

AT&T and the Account Holder agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or the customers of the Account Holder. The Account Holder agrees that it shall specifically inform its customers that they are not third party beneficiaries of this Agreement.

4.13 Breach of Warranties

In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, AT&T will have the right, in its sole reasonable discretion, to suspend immediately any related Services if deemed reasonably necessary by AT&T to prevent any harm to AT&T and its business. AT&T will provide notice and opportunity to cure if practicable depending on the nature of the breach. Once cured, AT&T will restore the Service(s) as soon as practical.

4.14 Termination for Violation

Violations of these or any other provisions of this Agreement may result in termination of the services provided by AT&T in its discretion, with or without the grant of a notice or cure period, such notice or cure period to be granted at the sole discretion of AT&T based upon the severity of the violation. AT&T reserves the right to refuse service if any of the content within, or any links from, the Account Holder´s website is deemed prohibited unlawful, unlicensed, illegal, misleading, or obscene, or is otherwise in breach of AT&T´s then current "Acceptable Use Policy" in AT&T´s sole discretion. If AT&T terminates the services being provided to the Account Holder due to a violation of the Acceptable Use Policy, such termination shall be without refund, and Account Holder may be liable for early termination fees. Notwithstanding anything in this Agreement, the content of the Account Holder´s website is the sole responsibility of the Account Holder. The Account Holder agrees to indemnify and hold harmless AT&T from any and all claims, losses, damages, liabilities, judgments, or settlements, including reasonable attorney´s fees, costs, and other expenses incurred by AT&T, (collectively, "Claims") related to or in connection with the content of the Account Holder´s website. The terms of this Section will survive any termination of this Agreement. If the Account Holder sells or resells advertising or webspace to a third party, then the Account Holder shall be responsible for the contents of such advertising and the actions of such third party. AT&T has the absolute right to reject any advertising or other third party content that is illegal, offensive, or otherwise in breach of the then current "Acceptable Use Policy". The e-mail distribution by the Account Holder of "SPAM", "JUNK MAIL", or "UNSOLICITED COMMERCIAL E-MAIL", is expressly prohibited. If the Account Holder refuses to remove any advertising or other third party content deemed objectionable by AT&T, AT&T may terminate the services being provided to the Account Holder, without refund.

Representations and Warranties

5.1 Authority and Performance of AT&T

AT&T represents and warrants that (i) it has the legal right to enter into this Agreement and perform its obligations hereunder, and (ii) the performance of its obligations and delivery of the Services to Account Holder will not violate any applicable U.S. laws or regulations, or cause a breach of any agreements with any third parties. AT&T warrants that it is either the owner or licensee of any software involved herein and all documentation related to any such software, and has the right and power to deliver and license or sublicense the software and all documentation related to the software.

5.2 No Other Warranty

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 5, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND ACCOUNT HOLDER´S USE OF THE SERVICES IS AT ITS OWN RISK. AT&T DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AT&T DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. AT&T DOES NOT WARRANT THAT THE SOFTWARE, INCLUDING SECURITY SOFTWARE, OPERATES WITHOUT ERROR OR WILL PREVENT THIRD PARTY HACKING OR ACCESS TO ACCOUNT HOLDER´S NETWORKS. IN THE EVENT OF A BREACH OF THE WARRANTIES SET FORTH IN THIS SECTION 5, ACCOUNT HOLDER´S SOLE REMEDY IS TERMINATION PURSUANT TO SECTION 9 OF THE AGREEMENT.

Limitation of Liability

6.1 Service Interruption

AT&T will use its best efforts to maintain a full time Internet presence for the Account Holder. The Account Holder hereby acknowledges that the network may, at various time intervals, be down due, but not limited to, utility interruption, equipment failure, natural disaster, acts of God, or human error. In no event shall AT&T be liable to the Account Holder for any damages resulting from or related to any failure or delay of AT&T in providing access to the Internet under this Agreement. AT&T´s liability is limited to the value of the Account Holder´s contract.

6.2 Disclaimer of Actions Caused by and/or Under the Control of Third Parties

AT&T DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM AT&T´s NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT ACCOUNT HOLDER´S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH AT&T WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, AT&T CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, AT&T DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

6.3 Disclaimer of Actions Caused by and/or Under the Control of Account Holder

AT&T SHALL NOT BE RESPONSIBLE FOR ANY FAILURES, REPAIRS OR MODIFICATIONS NECESSITATED BY THE ACCOUNT HOLDER´S ALTERATION OF THE OPERATING SYSTEM, INCLUDING ANY AND ALL OPERATIONAL ISSUES WHICH MAY ARISE AS A RESULT OF THE ADDITION OF SOFTWARE BY ACCOUNT HOLDER. AT&T SHALL NOT BE LIABLE FOR ANY DELAY IN PROVIDING OR ANY FAILURE TO PROVIDE SERVICES IF SUCH DELAY IS CAUSED BY FORCES BEYOND THE REASONABLE CONTROL OF AT&T.

6.4 CONSEQUENTIAL DAMAGES WAIVER

IN NO EVENT SHALL AT&T BE LIABLE TO THE ACCOUNT HOLDER FOR ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF. THE AGGREGATE, TOTAL LIABILITY OF AT&T UNDER THIS AGREEMENT, IF ANY, SHALL IN NO EVENT OR CIRCUMSTANCE EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE ACCOUNT HOLDER HEREUNDER. THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

6.5. Basis of the Bargain; Failure of Essential Purpose

The parties acknowledge that AT&T has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

Indemnification

7.1 Indemnification

The Account Holder agrees to indemnify and hold AT&T harmless from any and all claims or causes of action of any kind or nature, arising out of or related to Account Holder´s use of products and services purchased from or provided by AT&T, as well as all claims or causes of action of any kind or nature brought by any third party, or any of Account Holder´s own customers. The Account Holder and AT&T will promptly notify the other upon receipt of any Claim or legal action arising out of activities conducted pursuant to this Agreement. The rights and responsibilities established in this paragraph will survive any termination of this Agreement.

Intellectual Property

8.1 Ownership

Except for the rights expressly granted herein, this Agreement does not transfer from AT&T to Account Holder any AT&T developed technology, and all rights, title, and interest in and to such technology will remain solely with AT&T. Except for the rights expressly granted herein, this Agreement does not transfer from Account Holder to AT&T any Account Holder developed technology, and all rights, title, and interest in and to such technology will remain solely with Account Holder. AT&T and Account Holder each agrees that it will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the other party.

8.2 General Skills and Knowledge

Notwithstanding anything to the contrary in this Agreement, AT&T will not be prohibited or enjoined at any time by Account Holder from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of AT&T.

Terminations

9.1. Termination For Cause

Either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice from AT&T; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

9.2 Liability for Termination

Neither party will be liable to the other for any termination or expiration of any Service or this Agreement except in accordance with its terms.

(a) For month-to-month plans, in the case of Account Holder´s termination or cancelation without cause, Account Holder shall be immediately liable to AT&T for all rates and charges through the Term.

(b) Annual plan Account Holders who terminate Service (without cause) prior to the end of the annual term agree to pay AT&T fifty-percent (50%)of the Annual Fee prorated for the number of months remaining in the annual term upon cancelation, plus any waived or unpaid non-recurring charges, plus any third-party charges incurred by AT&T due to the termination.

(c) Upon termination by Account Holder without cause, Account Holder will not be eligible for refund or credits for setup, add-on or domain name registration fees paid prior to the termination.

9.3. Effect of Termination. Upon the effective date of termination of this Agreement:

(a) AT&T will immediately cease providing the Service(s); and

(b) any and all payment obligations of Account Holder under this Agreement for Service(s) provided through the date of termination will immediately become due.

Miscellaneous Provisions

10.1 Force Majeure

Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inaction´s of AT&T), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If AT&T is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, the Account Holder may cancel the Service(s), but there shall be no liability on the part of AT&T.

10.2. Assignment

The Account Holder may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of AT&T, and any attempted assignment or delegation without such consent will be void. AT&T may assign this Agreement in whole or part. AT&T also may delegate the performance of certain Services to third parties, including Affiliates. This Agreement will bind and inure to the benefit of each party´s successors and permitted assigns.

10.3 Notice

Any notice or communication required or permitted to be given hereunder may be by email to support@att-webhosting.com or confirmed facsimile to 561-912-2403. Such notice will be deemed to have been given as of the date it is emailed or faxed. The authentic language of this Agreement and all communications by AT&T to Account Holder is English. Certain communications by AT&T to the Account Holder may be translated into other languages for the convenience of the Account Holder. In the event of a conflict between the Agreement or any notice or communications and any translation, the English version will take precedence.

10.4. Relationship of Parties

This Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between AT&T and the Account Holder. Neither AT&T nor the Account Holder will have the power to bind the other or incur obligations on the other´s behalf without the other´s prior written consent, except as otherwise expressly provided herein.

10.5. Governing Law

This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Texas (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods.

10.6. Severability; Waiver

In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

10.7 Entire Agreement; Counterparts; Originals

This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter.

Special Provisions Applicable to Web Design Services

11.1 Services Included

These additional terms and conditions shall be applicable to web design and site building professional services including but not limited to template or custom websites either purchased as part of a pre-packaged plan or as an hourly service.

11.2 Excluded Services

Any AT&T Web Design Services not listed in 11.1 are not included, including without limitation:

a. Services outside of normal business hours, which shall be 8:00 a.m. to 5:00 p.m. PT, Monday through Friday and excluding any holidays on which AT&T or it´s vendor are closed for business;

b. System Administration services associated with AT&T´s Managed Dedicated Server offering including but not limited to database administration for Oracle and/or MS SQL;

c. Business planning, marketing support or business analysis; or

d. Work that AT&T determines it cannot perform due to client side or server side programming issues such as but not limited to browser compatibility.

11.3 Site Review

Except in cases where AT&T originally built Client´s web site, if the web site is functionally or dynamically driven (rather than exclusively .htm or .html based), AT&T shall complete a review of the web site before undertaking any work under this Agreement. Client shall provide commercially reasonable cooperation to AT&T during the site review process. If after the review AT&T determines that AT&T cannot perform its obligations hereunder due the configuration of Client´s web site, this Agreement shall terminate, and AT&T shall have no liability to Client. Should this Agreement terminate under this section the Provisions of Section 11.7 below (Confidentiality) shall survive.

11.4 Change Orders

During the term of this Agreement, Client may request services that AT&T reasonably determines are outside the scope of the Services or Client´s previous approvals. In such cases, in the event AT&T agrees to perform such services, AT&T will develop a change order ("Change Order") for such services that will include an outline of the services to be provided, a proposed development schedule for the services and the fees payable by Client for the requested services. Client must execute and return the Change Order before AT&T will have any obligation to perform work covered by the Change Order. Client acknowledges that failure to sign a Change Order may result in delay of the provision of services and a change to any estimated timelines.

11.5 Client Obligations

In connection with AT&T´s performance of the Services, Client shall have certain responsibilities including but not limited to providing all content, logos, and pictures. Client is responsible for obtaining any and all necessary authorizations for the use of any content, logos and pictures on the site and ensuring that such content, logos and pictures adhere to the Acceptable Use Policy. Client will also provide logon and password to their hosting account so that AT&T can load the website. Client will be responsible for and should immediate change their password once AT&T has finished the work. Client acknowledges and agrees that AT&T´s performance of the Services is dependent upon Client´s timely and effective satisfaction of such obligations and on timely decisions and approvals by Client. Client therefore agrees to use its commercially reasonably best efforts to fulfill any reasonable obligations and to provide timely decisions and approvals.

11.6 Ownership and Intellectual Property Rights

a. AT&T acknowledges that any Client provided data, content, graphics and/or information ("Client Content") is the property of Client. Client hereby grants to AT&T a world-wide, royalty-free, revocable, non-transferrable, non-exclusive license to use the Client Content for the performance of the Services.

b. Client shall, at Client´s sole cost and expense, grant AT&T a world-wide, royalty-free, revocable, non-transferrable, non-exclusive license to use any third party technologies required to modify the web site in connection with performing the Services.

c. Client acknowledges that all technology (excluding any technology licensed pursuant to Section above) utilized by AT&T to perform the Services (the "AT&T Tool Set") is the property of AT&T and its licensors.

d. Provided Client has met its payment obligations, any modifications made by AT&T to Client´s web site and the Client Content will be the property of Client.

e. Nothing in this Agreement shall preclude AT&T from developing for itself, or for others, materials which are competitive with those produced as a result of the Services provided hereunder and any information which may be retained in the unaided memory of AT&T personnel providing the Services hereunder, but without the use of any of Client´s Confidential Information (as defined in Section 11.7 below).

11.7 Confidentiality

a. Each party acknowledges that, in the course of the performance of this Agreement, it may have access to customer information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the exclusive property and/or trade secrets of the other party ("Confidential Information"). Each party agrees to maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this Agreement. Nothing in this Agreement shall prohibit or limit either party´s use or disclosure of information which (a) is now, or hereafter becomes, publicly known or is available through lawful means; (b) is rightfully in receiving party´s possession, as evidenced by receiving party´s records; (c) is disclosed to the receiving party without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by the receiving party without any breach of this Agreement; (e) is the subject of a written permission to disclose provided by the disclosing party, or (f) is required by law to be disclosed.

b. Because the unauthorized use, transfer or dissemination of any Confidential Information by the recipient may diminish substantially the value of such materials and may irreparably harm the disclosing party, if the recipient breaches the provisions of this section, the disclosing party shall, without limiting its other rights or remedies, be entitled to seek equitable relief, including but not limited to injunctive relief.

11.8 Warranty

AT&T warrants that its Services will be performed in a professional and workmanlike manner in accordance with applicable professional standards and shall re-perform any work not in compliance with this warranty brought to its attention within thirty (30) days after that work is performed. If AT&T is asked to re-perform any work and it is determined that AT&T has already met its obligations under this section, Account Holder agrees to pay AT&T on a time and materials basis at AT&T´s standard rates for time spent on such additional work.

Software

12. Software provided by AT&T to Customer with the Service is provided under the following terms:

a. AT&T grants Customer a personal, non-transferable and non-exclusive license (without the right to sublicense) to use Software, in object code form, solely in accordance with applicable written and electronic documentation. Customer will refrain from taking any steps to reverse assemble, reverse compile or otherwise derive a source code version of the object code of the Software. The Software shall at all times remain the sole and exclusive property of AT&T or its suppliers. To the extent that use of Software by a User is required for the use of a Service, Customer´s Users may use the Software licensed to Customer under this Agreement for that purpose. Customer shall assure that Customer´s Users comply with these terms and conditions. The term of the license granted hereunder shall be coterminous with the term of the related Services.

b. Before using the Software, Customer shall first agree to comply with the terms and conditions that are provided with any Third-Party Software and, in the event of a conflict, such Third-Party terms and conditions will take precedence over these terms and conditions as to such Third Party Software. AT&T will pass through to Customer any warranties available from its Third Party Software suppliers, to the extent that AT&T is permitted to do so under its contracts with those suppliers.

c. "Software" means all software and associated written and electronic documentation and data licensed by AT&T to Customer in connection with a Service. Software does not include software that is not furnished to Customer. "Third Party Software" means Software that AT&T licenses from a third party.

12.1 Third Party Software

 

(a) Use of Accrisoft Freedom^TM Software shall be under license terms from Accrisoft or the owner or distributor of the software pursuant to the following terms and conditions:

• License fees and acquisition costs for purchasing stock photography is not included in the proposal price
• Customer is responsible for the production, licensing, and acquisition of photos and images in the Accrisoft specified format and dimensions
• Customer is responsible for all content development for the website
• Customer is responsible for migrating and populating content to the website
• The Accrisoft End User License, which must be agreed to before activating the website and which can be viewed at www.accrisoft.com and is incorporated herein by this reference

(b) Use of Zimbra™ Software shall be under license terms from Zimbra or the owner or distributor of the software pursuant to the following terms and conditions:

 

·         Customer agrees to accept the terms of any end user license agreement.  The Zimbra End User License can be viewed at this link and is incorporated herein by this reference.

 

·         During the installation process, or in connection with any upgrade , customer may be given the option of installing additional components from additional (non-Zimbra) third-party software providers. The installation and use of any such third-party components shall be subject to and governed by the respective licenses for such third party components, which can be found at this link.  Customer shall indemnify AT&T and Zimbra for noncompliance with the respective licenses for such additional (non-Zimbra) third-party software. Customer shall not use the software or the embedded database software as a general SQL server, as a stand-alone database, or with applications other than with the Zimbra Product.

 

14.       Terms Applicable to Mobile Website Hosting

Customer acknowledges that as a condition of using Mobile Website Hosting, AT&T is required to, from time to time as necessary and solely in order to enable use of the Mobile Website Hosting, modify Customer HTACCESS file, which is located in the Customer dedicated accessible file structure accessible by the password protected Customer control panel.  AT&T’s automated file modification process will routinely modify the HTACCESS file as necessary to allow mobile device access to the Mobile-accessible version of a Customer website.  The modification will not preserve Customer modifications of the HTACCESS files existing prior to the modification. 

Modification of the HTACCESS file by the Customer may render the Mobile Website Hosting feature inoperative.  AT&T and its agents are not responsible for failures arising from Customer modification of the HTACCESS file.

Customer authorizes AT&T and its agents to access the Customer file structure as described and modify the HTACCESS file.  Customer disclaims and waives any right to claim against AT&T or its agents arising from harm or damages arising from the modification of the HTACCESS file as required under this section.