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          <td width="75%" style="padding:15">            This User                                                                                        Agreement (&quot;Agreement&quot;) is an                                                                                         agreement between MyGoto Brands, INC.                                                                                         (&quot;MyGoto Brands, Inc.&quot;), a Deleware
corporation, and the party set forth                                                                                         in the related order form                                                                                         (&quot;Customer&quot; or &quot;you&quot;) incorporated                                                                                         herein by reference (together with                                                                                         any subsequent order forms submitted                                                                                         by Customer, the &quot;Order Form&quot;), and                                                                                         applies to the purchase of all                                                                                         services ordered by Customer on the                                                                                         Order Form (collectively, the                                                                                         &quot;Services&quot;). <br>                                                                                         
<br>                                                                                         <strong>PLEASE READ THIS AGREEMENT                                                                                         CAREFULLY.</strong>                                                                                         <ol>                                                                                                 <li>Acceptable Use Policy. Under                                                                                                 this Agreement, Customer shall                                                                                                 comply with MyGoto Brand's then                                                                                                 current Acceptable Use Policy (&quot;AUP&quot;),                                                                                                 as amended, modified or updated                                                                                                 from time to time by MyGoto,                                                                                                 which currently can be viewed                                                                                                 under the Legal Details section                                                                                                 of this web site, and which is                                                                                                 incorporated in this Agreement                                                                                                 by reference. Customer hereby                                                                                                 acknowledges that it has                                                                                                 reviewed the AUP and that the                                                                                                 terms of the AUP are                                                                                                 incorporated herein by                                                                                                 reference. In the event of any                                                                                                 inconsistencies between this                                                                                                 Agreement and the AUP, the terms                                                                                                 of the AUP shall govern.                                                                                                 MyGoto does not intend to                                                                                                 systematically monitor the                                                                                                 content that is submitted to,                                                                                                 stored on or distributed or                                                                                                 disseminated by Customer via the                                                                                                 Service (the &quot;Customer                                                                                                 Content&quot;). Customer Content                                                                                                 includes content of Customer's                                                                                                 customers and/or users of                                                                                                 Customer's website. Accordingly,                                                                                                 under this Agreement, you will                                                                                                 be responsible for your                                                                                                 customers content and activities                                                                                                 on your website. Notwithstanding                                                                                                 anything to the contrary                                                                                                 contained in this Agreement,                                                                                                 MyGoto Host may immediately take                                                                                                 corrective action, including                                                                                                 removal of all or a portion of                                                                                                 the Customer Content,                                                                                                 disconnection or discontinuance                                                                                                 of any and all Services, or                                                                                                 termination of this Agreement in                                                                                                 the event of notice of possible                                                                                                 violation by Customer of the AUP.                                                                                                 In the event MyGoto Host takes                                                                                                 corrective action due to a                                                                                                 violation of the AUP, MyGoto Host                                                                                                 shall not refund to Customer any                                                                                                 fees paid in advance of such                                                                                                 corrective action. Customer                                                                                                 hereby agrees that MyGoto Host                                                                                                 shall have no liability to                                                                                                 Customer or any of Customer's                                                                                                 customers due to any corrective                                                                                                 action that MyGoto Host may take                                                                                                 (including, without limitation,                                                                                                 disconnection of Services).<br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 </li>                                                                                                 <li>Term; Termination;                                                                                                 Cancellation Policy.<br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 <ol>                                                                                                         <li>The initial term of this                                                                                                         Agreement shall be as set                                                                                                         forth in the Order Form (the                                                                                                         &quot;Initial Term&quot;). The Initial                                                                                                         Term shall begin upon                                                                                                         commencement of the Services                                                                                                         to Customer. After the                                                                                                         Initial Term, this Agreement                                                                                                         shall automatically renew.                                                                                                         ADDITIONALLY AFTER THE                                                                                                         INITIAL TERM, YOU                                                                                                         ACKNOWLEDGE, AGREE AND                                                                                                         AUTHORIZE MyGoto Host TO                                                                                                         AUTOMATICALLY BILL AND/OR                                                                                                         CHARGE ON YOUR CREDIT CARD                                                                                                         FOR SUCCESSIVE TERMS OF                                                                                                         EQUAL LENGTH AS THE INITIAL                                                                                                         TERM, UNLESS TERMINATED OR                                                                                                         CANCELLED BY EITHER PARTY AS                                                                                                         PROVIDED IN THIS SECTION.                                                                                                         The Initial Term and all                                                                                                         successive renewal periods                                                                                                         shall be referred to,                                                                                                         collectively, as the &quot;Term&quot;.<br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>This Agreement may be                                                                                                         terminated<br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         <ol>                                                                                                                 <li>by either party by                                                                                                                 giving the other party                                                                                                                 thirty (30) days prior                                                                                                                 written notice subject                                                                                                                 to a $50.00 early                                                                                                                 cancellation fee payable                                                                                                                 by Customer, <br>                                                                                                                 <br>                                                                                                                 &nbsp;                                                                                                                  </li>                                                                                                                 <li>by MyGoto Host in the                                                                                                                 event of nonpayment by                                                                                                                 Customer, <br>                                                                                                                 <br>                                                                                                                 &nbsp;                                                                                                                 </li>                                                                                                                 <li>by MyGoto Host, at any                                                                                                                 time, without notice,                                                                                                                 if, in MyGoto Host's sole                                                                                                                 and absolute discretion                                                                                                                 and/or judgment,                                                                                                                 Customer is in violation                                                                                                                 of any term or condition                                                                                                                 of the this Agreement                                                                                                                 and related agreements,                                                                                                                 AUP, or Customer's use                                                                                                                 of the Services disrupts                                                                                                                 or, in MyGoto Host's sole                                                                                                                 and absolute discretion                                                                                                                 and/or judgment, could                                                                                                                 disrupt, MyGoto Host's                                                                                                                 business operations                                                                                                                 and/or <br>                                                                                                                 <br>                                                                                                                 &nbsp;                                                                                                                 </li>                                                                                                                 <li>by MyGoto Host in                                                                                                                 accordance with Sections                                                                                                                 1, 9, and 10 of this                                                                                                                 Agreement.<br>                                                                                                                 <br>                                                                                                                 &nbsp; </li>                                                                                                         </ol>                                                                                                         </li>                                                                                                         <li>If you cancel this                                                                                                         Agreement, upon proper                                                                                                         notice to MyGoto Host, prior to                                                                                                         the end of the Initial Term                                                                                                         or any Term thereafter, <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         <ol>                                                                                                                 <li>you shall be                                                                                                                 obligated to pay all                                                                                                                 fees and charges accrued                                                                                                                 prior to the                                                                                                                 effectiveness of such                                                                                                                 cancellation;<br>                                                                                                                 <br>                                                                                                                 &nbsp;                                                                                                                 </li>                                                                                                                 <li>MyGoto Host may refund                                                                                                                 to you all pre-paid fees                                                                                                                 for basic hosting                                                                                                                 services for the full                                                                                                                 months remaining after                                                                                                                 effectiveness of                                                                                                                 cancellation (i.e., no                                                                                                                 partial month fees shall                                                                                                                 be refunded), less any                                                                                                                 setup fees and any                                                                                                                 discount applied for                                                                                                                 prepayment, provided                                                                                                                 that, you are not in                                                                                                                 breach of any terms and                                                                                                                 conditions of this AUP,                                                                                                                 User Agreement, Spamming                                                                                                                 Policy or Domain Policy;                                                                                                                 and/or<br>                                                                                                                 <br>                                                                                                                 &nbsp;                                                                                                                 </li>                                                                                                                 <li>you shall be                                                                                                                 obligated to pay 100% of                                                                                                                 all charges for all                                                                                                                 Services for each month                                                                                                                 remaining in the Term                                                                                                                 (other than basic                                                                                                                 hosting fees as provided                                                                                                                 in (ii) above. Any                                                                                                                 cancellation request                                                                                                                 shall be effective                                                                                                                 thirty (30) days after                                                                                                                 receipt by MyGoto Host,                                                                                                                 unless a later date is                                                                                                                 specified in such                                                                                                                 request.<br>                                                                                                                 <br>                                                                                                                 &nbsp;                                                                                                                 </li>                                                                                                         </ol>                                                                                                         </li>                                                                                                         <li>MyGoto may terminate                                                                                                         this Agreement, without                                                                                                         penalty,<br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         <ol>                                                                                                                 <li>if the Services are                                                                                                                 prohibited by applicable                                                                                                                 law, or become                                                                                                                 impractical or                                                                                                                 unfeasible for any                                                                                                                 technical, legal or                                                                                                                 regulatory reason, by                                                                                                                 giving Customer as much                                                                                                                 prior notice as                                                                                                                 reasonably practicable;                                                                                                                 or <br>                                                                                                                 <br>                                                                                                                 &nbsp;                                                                                                                 </li>                                                                                                                 <li>immediately, if                                                                                                                 MyGoto Host determines in                                                                                                                 good faith that                                                                                                                 Customer's use of the                                                                                                                 Customer the Services,                                                                                                                 the Web site or the                                                                                                                 Customer Content                                                                                                                 violates any MyGoto                                                                                                                 term or condition,                                                                                                                 including this AUP, User                                                                                                                 Agreement, Spamming                                                                                                                 Policy, or Domain                                                                                                                 Policy. If MyGoto                                                                                                                 cancels this Agreement                                                                                                                 prior to the end of the                                                                                                                 Term for your breach of                                                                                                                 this Agreement and                                                                                                                 related agreements,                                                                                                                 including the AUP, User                                                                                                                 Agreement, Spamming                                                                                                                 Policy, or Domain Policy                                                                                                                 or Customer's use of the                                                                                                                 Services disrupts our                                                                                                                 network, MyGoto Host shall                                                                                                                 not refund to you any                                                                                                                 fees paid in advance of                                                                                                                 such cancellation and                                                                                                                 you shall be obligated                                                                                                                 to pay all fees and                                                                                                                 charges accrued prior to                                                                                                                 the effectiveness of                                                                                                                 such cancellation;                                                                                                                 further, you shall be                                                                                                                 obligated to pay 100% of                                                                                                                 all charges for all                                                                                                                 Services for each month                                                                                                                 remaining in the Term                                                                                                                 and MyGoto Host shall have                                                                                                                 the right to charge you                                                                                                                 an administrative fee of                                                                                                                 $50.00.<br>                                                                                                                 <br>                                                                                                                 &nbsp; </li>                                                                                                         </ol>                                                                                                         </li>                                                                                                         <li>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                                                                                                         2(e), 3, 4, 8, 10, 11, 13                                                                                                         and 15 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 MyGoto Host                                                                                                         may be entitled. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                 </ol>                                                                                                 </li>                                                                                                 <li>Customer's Responsibilities.<br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 <ol>                                                                                                         <li>Customer is solely                                                                                                         responsible for the quality,                                                                                                         performance and all other                                                                                                         aspects of the Customer                                                                                                         Content and the goods or                                                                                                         services provided through                                                                                                         the Customer Web site. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Customer will cooperate                                                                                                         fully with MyGoto Host in                                                                                                         connection with MyGoto Host's                                                                                                         performance of the Services.                                                                                                         Customer must provide any                                                                                                         equipment or software that                                                                                                         may be necessary for                                                                                                         Customer to use the                                                                                                         Services. Delays in                                                                                                         Customer's performance of                                                                                                         its obligations under this                                                                                                         Agreement will extend the                                                                                                         time for MyGoto Host's                                                                                                         performance of its                                                                                                         obligations that depend on                                                                                                         Customer's performance on a                                                                                                         day for day basis. Customer                                                                                                         will notify MyGoto Host of any                                                                                                         change in Customer's mailing                                                                                                         address, telephone, e-mail                                                                                                         or other contact                                                                                                         information. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Customer assumes full                                                                                                         responsibility for providing                                                                                                         end users with any required                                                                                                         disclosure or explanation of                                                                                                         the various features of the                                                                                                         Customer Web site and any                                                                                                         goods or services described                                                                                                         therein, as well as any                                                                                                         rules, terms or conditions                                                                                                         of use. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Because the Services                                                                                                         permit Customer to                                                                                                         electronically transmit or                                                                                                         upload content directly to                                                                                                         the Customer Web site,                                                                                                         Customer shall be fully                                                                                                         responsible for uploading                                                                                                         all content to the Customer                                                                                                         Web site and supplementing,                                                                                                         modifying and updating the                                                                                                         Customer Web site, including                                                                                                         all back-ups. Customer is                                                                                                         also responsible for                                                                                                         ensuring that the Customer                                                                                                         Content and all aspects of                                                                                                         the Customer Web site are                                                                                                         compatible with the hardware                                                                                                         and software used by                                                                                                         MyGoto Host to provide the                                                                                                         Services, as the same may be                                                                                                         changed by MyGoto Host from                                                                                                         time to time. Specifications                                                                                                         for the hardware and                                                                                                         software used by MyGoto Host to                                                                                                         provide the Services will be                                                                                                         available on MyGoto Host's Web                                                                                                         site. Customer shall                                                                                                         periodically access                                                                                                         MyGoto Host's Web site to                                                                                                         determine if MyGoto Host has                                                                                                         made any changes thereto.                                                                                                         MyGoto Host shall not be                                                                                                         responsible for any damages                                                                                                         to the Customer Content, the                                                                                                         Customer Web site or other                                                                                                         damages or any malfunctions                                                                                                         or service interruptions                                                                                                         caused by any failure of the                                                                                                         Customer Content or any                                                                                                         aspect of the Customer Web                                                                                                         site to be compatible with                                                                                                         the hardware and software                                                                                                         used by MyGoto to provide                                                                                                         the Services. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Customer is solely                                                                                                         responsible for making                                                                                                         back-up copies of the                                                                                                         Customer Web site and                                                                                                         Customer Content.<br>                                                                                                         <br>                                                                                                         &nbsp; </li>                                                                                                 </ol>                                                                                                 </li>                                                                                                 <li>Customer's Representations                                                                                                 and Warranties. <br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 <ol>                                                                                                         <li>Customer hereby                                                                                                         represents and warrants to                                                                                                         MyGoto Host, and agrees that                                                                                                         during the Initial Term and                                                                                                         any Term thereafter Customer                                                                                                         will ensure that: <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         <ol>                                                                                                                 <li>Customer is the                                                                                                                 owner or valid licensee                                                                                                                 of the Customer Content                                                                                                                 and each element                                                                                                                 thereof, and Customer                                                                                                                 has secured all                                                                                                                 necessary licenses,                                                                                                                 consents, permissions,                                                                                                                 waivers and releases for                                                                                                                 the use of the Customer                                                                                                                 Content and each element                                                                                                                 thereof, including                                                                                                                 without limitation, all                                                                                                                 trademarks, logos, names                                                                                                                 and likenesses contained                                                                                                                 therein, without any                                                                                                                 obligation by MyGoto                                                                                                                 to pay any fees,                                                                                                                 residuals, guild                                                                                                                 payments or other                                                                                                                 compensation of any kind                                                                                                                 to any Person;<br>                                                                                                                 <br>                                                                                                                 &nbsp;                                                                                                                 </li>                                                                                                                 <li>Customer's use,                                                                                                                 publication and display                                                                                                                 of the Customer 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 &quot;moral right&quot; or                                                                                                                 similar right however                                                                                                                 denominated;<br>                                                                                                                 <br>                                                                                                                 &nbsp;                                                                                                                 </li>                                                                                                                 <li>Customer will comply                                                                                                                 with all applicable                                                                                                                 laws, rules and                                                                                                                 regulations regarding                                                                                                                 the Customer Content and                                                                                                                 the Customer Web site                                                                                                                 and will use the                                                                                                                 Customer Web site only                                                                                                                 for lawful purposes;<br>                                                                                                                 <br>                                                                                                                 &nbsp;                                                                                                                 </li>                                                                                                                 <li>Customer has used                                                                                                                 its best efforts to                                                                                                                 ensure that the Customer                                                                                                                 Content is and will at                                                                                                                 all times remain free of                                                                                                                 all computer viruses,                                                                                                                 worms, Trojan horses and                                                                                                                 other malicious code;                                                                                                                 and<br>                                                                                                                 <br>                                                                                                                 &nbsp; </li>                                                                                                         </ol>                                                                                                         </li>                                                                                                         <li>Customer shall be solely                                                                                                         responsible for the                                                                                                         development, operation and                                                                                                         maintenance of Customer's                                                                                                         web site, online store and                                                                                                         e-commerce activities, for                                                                                                         all products and services                                                                                                         offered by Customer or                                                                                                         appearing online and for all                                                                                                         contents and materials                                                                                                         appearing online or on                                                                                                         Customer's products,                                                                                                         including, without                                                                                                         limitation <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         <ol>                                                                                                                 <li>the accuracy and                                                                                                                 appropriateness of the                                                                                                                 Customer Content and                                                                                                                 content and material                                                                                                                 appearing in its store                                                                                                                 or on its products, <br>                                                                                                                 <br>                                                                                                                 &nbsp;                                                                                                                 </li>                                                                                                                 <li>ensuring that the                                                                                                                 Customer Content and                                                                                                                 content and materials                                                                                                                 appearing in its store                                                                                                                 or on its products do                                                                                                                 not violate or infringe                                                                                                                 upon the rights of any                                                                                                                 person, and <br>                                                                                                                 <br>                                                                                                                 &nbsp;                                                                                                                 </li>                                                                                                                 <li>ensuring that the                                                                                                                 Customer Content and the                                                                                                                 content and materials                                                                                                                 appearing in its store                                                                                                                 or on its products are                                                                                                                 not defamatory or                                                                                                                 otherwise illegal.                                                                                                                 Customer shall be solely                                                                                                                 responsible for                                                                                                                 accepting, processing                                                                                                                 and filling customer                                                                                                                 orders and for handling                                                                                                                 customer inquiries or                                                                                                                 complaints. Customer                                                                                                                 shall be solely                                                                                                                 responsible for the                                                                                                                 payment or satisfaction                                                                                                                 of any and all taxes                                                                                                                 associated with its web                                                                                                                 site and online store.<br>                                                                                                                 <br>                                                                                                                 &nbsp; </li>                                                                                                         </ol>                                                                                                         </li>                                                                                                         <li>Customer grants MyGoto Host                                                                                                         the right to reproduce,                                                                                                         copy, use and distribute all                                                                                                         and any portion of the                                                                                                         Customer Content to the                                                                                                         extent needed to provide and                                                                                                         operate the Services.<br>                                                                                                         <br>                                                                                                         &nbsp; </li>                                                                                                 </ol>                                                                                                 </li>                                                                                                 <li>License to MyGoto Host.                                                                                                 Customer hereby grants to                                                                                                 MyGoto a non-exclusive,                                                                                                 royalty-free, worldwide right                                                                                                 and license during the Initial                                                                                                 Term and any Term thereafter to                                                                                                 do the following to the extent                                                                                                 necessary in the performance of                                                                                                 Services under the Order: <br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 <ol>                                                                                                         <li>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                                                                                                         Customer Content; and <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>make archival or back-up                                                                                                         copies of the Customer                                                                                                         Content and the Customer Web                                                                                                         site.                                                                                                         </li>                                                                                                         <li>Except for the rights                                                                                                         expressly granted above,                                                                                                         MyGoto is not acquiring                                                                                                         any right, title or interest                                                                                                         in or to the Customer                                                                                                         Content, all of which shall                                                                                                         remain solely with Customer.                                                                                                         <br>                                                                                                         <br>                                                                                                         &nbsp; </li>                                                                                                 </ol>                                                                                                 </li>                                                                                                 <li>Billing and Payment.<br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 <ol>                                                                                                         <li>Customer will pay to                                                                                                         MyGoto the service fees                                                                                                         for the Services in the                                                                                                         manner set forth in the                                                                                                         Order Form. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>MyGoto may increase                                                                                                         the Service Fees (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 Customer. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>The Service Fees 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 MyGoto Host's net income).                                                                                                         All such taxes will be added                                                                                                         to MyGoto's invoices for                                                                                                         the fees as separate charges                                                                                                         to be paid by Customer. All                                                                                                         fees are fully earned when                                                                                                         due and non-refundable when                                                                                                         paid. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Unless otherwise                                                                                                         specified, all fees and                                                                                                         related charges shall be due                                                                                                         and payable within thirty                                                                                                         (30) days after the date of                                                                                                         the invoice. If any invoice                                                                                                         is not paid within seven (7)                                                                                                         days after the date of the                                                                                                         invoice, MyGoto Host may charge                                                                                                         Customer a late fee of                                                                                                         $15.00 for such invoice; in                                                                                                         addition any amounts payable                                                                                                         to MyGoto Host not paid when                                                                                                         due will bear interest at                                                                                                         the rate of one and one half                                                                                                         percent (1.5%) per month or                                                                                                         the maximum rate permitted                                                                                                         by applicable law, whichever                                                                                                         is less. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>If MyGoto Host collects any                                                                                                         payment due at law or                                                                                                         through an attorney at law                                                                                                         or under advice therefrom or                                                                                                         through a collection agency,                                                                                                         or if MyGoto Host prevails in                                                                                                         any action to which the                                                                                                         Customer and MyGoto Host are                                                                                                         parties, Customer will pay                                                                                                         all costs of collection,                                                                                                         arbitration and litigation,                                                                                                         including, without                                                                                                         limitation, all court costs                                                                                                         and MyGoto Host's reasonable                                                                                                         attorneys' fees. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                          </li>                                                                                                         <li>If any check is returned                                                                                                         for insufficient funds                                                                                                         MyGoto Host may impose a                                                                                                         processing charge of $25.00.<br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>In the event that any                                                                                                         amount due to MyGoto Host                                                                                                         remains unpaid seven (7)                                                                                                         days after such payment is                                                                                                         due, MyGoto Host, in its sole                                                                                                         discretion, may immediately                                                                                                         terminate this Agreement,                                                                                                         and/or withhold or suspend                                                                                                         Services. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>There may be a $50.00                                                                                                         charge to reinstate accounts                                                                                                         that have been suspended or                                                                                                         terminated. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Wire transfers will be                                                                                                         assessed a $30.00 charge.<br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Customer acknowledges                                                                                                         and agrees that MyGoto Host may                                                                                                         pre-charge Customer's fees                                                                                                         for the Services to its                                                                                                         credit card supplied by                                                                                                         Customer during registration                                                                                                         for the Initial Term. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>YOU ACKNOWLEDGE, AGREE                                                                                                         AND AUTHORIZE MyGoto Host TO                                                                                                         AUTOMATICALLY BILL AND/OR                                                                                                         CHARGE ON YOUR CREDIT CARD                                                                                                         FOR SUCCESSIVE TERMS OF                                                                                                         EQUAL LENGTH AS THE INITIAL                                                                                                         TERM, UNLESS TERMINATED OR                                                                                                         CANCELLED BY EITHER PARTY AS                                                                                                         PROVIDED IN SECTION 2.<br>                                                                                                         <br>                                                                                                         &nbsp; </li>                                                                                                 </ol>                                                                                                 </li>                                                                                                 <li>MyGoto Host as Reseller or                                                                                                 Licensor. MyGoto Host is acting                                                                                                 only as a reseller or licensor                                                                                                 of the hardware, software and                                                                                                 equipment used in connection                                                                                                 with the products and/or                                                                                                 Services that were or are                                                                                                 manufactured or provided by a                                                                                                 third party (&quot;Non-MyGoto Host                                                                                                 Product&quot;). MyGoto Host shall not be                                                                                                 responsible for any changes in                                                                                                 the Services that cause the                                                                                                 Non-MyGoto Host Product to become                                                                                                 obsolete, require modification                                                                                                 or alteration, or otherwise                                                                                                 affect the performance of the                                                                                                 Services. Any malfunction or                                                                                                 manufacturer's defects of                                                                                                 Non-MyGoto Host Product either                                                                                                 sold, licensed or provided by                                                                                                 MyGoto Host to Customer or                                                                                                 purchased directly by Customer                                                                                                 used in connection with the                                                                                                 Services will not be deemed a                                                                                                 breach of MyGoto Host's obligations                                                                                                 under this Agreement. Any rights                                                                                                 or remedies Customer may have                                                                                                 regarding the ownership,                                                                                                 licensing, performance or                                                                                                 compliance of Non-MyGoto Host                                                                                                 Product are limited to those                                                                                                 rights extended to Customer by                                                                                                 the manufacturer of such                                                                                                 Non-MyGoto Host Product. Customer                                                                                                 is entitled to use any                                                                                                 Non-MyGoto Host Product supplied by                                                                                                 MyGoto Host only in connection with                                                                                                 Customer's permitted use of the                                                                                                 Services. Customer shall use its                                                                                                 best efforts to protect and keep                                                                                                 confidential all intellectual                                                                                                 property provided by MyGoto Host to                                                                                                 Customer through any                                                                                                 Non-MyGoto Host Product and shall                                                                                                 make no attempt to copy, alter,                                                                                                 reverse engineer, or tamper with                                                                                                 such intellectual property or to                                                                                                 use it other than in connection                                                                                                 with the Services. Customer                                                                                                 shall not resell, transfer,                                                                                                 export or re-export any                                                                                                 Non-MyGoto Host Product, or any                                                                                                 technical data derived therefrom,                                                                                                 in violation of any applicable                                                                                                 United States or foreign law.<br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                  </li>                                                                                                 <li>Internet Protocol (IP)                                                                                                 Address Ownership. If MyGoto Host                                                                                                 assigns Customer an Internet                                                                                                 Protocol (&quot;IP&quot;) address for                                                                                                 Customer's use, the right to use                                                                                                 that IP address shall belong                                                                                                 only to MyGoto Host, and Customer                                                                                                 shall have no right to use that                                                                                                 IP address except as permitted                                                                                                 by MyGoto Host in its sole and                                                                                                 absolute discretion in                                                                                                 connection with the Services,                                                                                                 during the term of this                                                                                                 Agreement. MyGoto Host shall                                                                                                 maintain and control ownership                                                                                                 of all Internet Protocol numbers                                                                                                 and addresses that may be                                                                                                 assigned to Customer by                                                                                                 MyGoto Host, and MyGoto Host reserves                                                                                                 the right to change or remove                                                                                                 any and all such Internet                                                                                                 Protocol numbers and addresses,                                                                                                 in its sole and absolute                                                                                                 discretion.<br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 </li>                                                                                                 <li>Caching. Customer expressly                                                                                                 <br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 <ol>                                                                                                         <li>grants to MyGoto Host a                                                                                                         license to cache the                                                                                                         entirety of the Customer                                                                                                         Content and Customer's web                                                                                                         site, including content                                                                                                         supplied by third parties,                                                                                                         hosted by MyGoto Host under                                                                                                         this Agreement and <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>agrees that such caching                                                                                                         is not an infringement of                                                                                                         any of Customer's                                                                                                         intellectual property rights                                                                                                         or any third party's                                                                                                         intellectual property                                                                                                         rights.<br>                                                                                                         <br>                                                                                                         &nbsp; </li>                                                                                                 </ol>                                                                                                 </li>                                                                                                 <li>CPU Usage. Customer agrees                                                                                                 that Customer shall not use                                                                                                 excessive amounts of CPU                                                                                                 processing on any of MyGoto Host's                                                                                                 servers. Any violation of this                                                                                                 policy may result in corrective                                                                                                 action by MyGoto Host, including                                                                                                 assessment of additional                                                                                                 charges, disconnection or                                                                                                 discontinuance of any and all                                                                                                 Services, or termination of this                                                                                                 Agreement, which actions may be                                                                                                 taken in MyGoto Host's sole and                                                                                                 absolute discretion. If MyGoto Host                                                                                                 takes any corrective action                                                                                                 under this section, Customer                                                                                                 shall not be entitled to a                                                                                                 refund of any fees paid in                                                                                                 advance prior to such action.<br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 </li>                                                                                                 <li>Bandwidth and Disk Usage.                                                                                                 Customer agrees that bandwidth                                                                                                 and disk usage shall not exceed                                                                                                 the number of megabytes per                                                                                                 month for the Services ordered                                                                                                 by Customer on the Order Form                                                                                                 (the &quot;Agreed Usage&quot;). MyGoto Host 
will monitor Customer's                                                                                                 bandwidth and disk usage.                                                                                                 MyGoto Host shall have the right to                                                                                                 take corrective action if                                                                                                 Customer's bandwidth or disk                                                                                                 usage exceeds the Agreed Usage.                                                                                                 Such corrective action may                                                                                                 include the assessment of                                                                                                 additional charges,                                                                                                 disconnection or discontinuance                                                                                                 of any and all Services, or                                                                                                 termination of this Agreement,                                                                                                 which actions may be taken in                                                                                                 MyGoto Host's sole and absolute                                                                                                 discretion. If MyGoto Host takes                                                                                                 any corrective action under this                                                                                                 section, Customer shall not be                                                                                                 entitled to a refund of any fees                                                                                                 paid in advance prior to such                                                                                                 action.<br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 </li>                                                                                                 <li>Property Rights. <br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 <ol>                                                                                                         <li>MyGoto Host hereby grants                                                                                                         to Customer a limited,                                                                                                         non-exclusive,                                                                                                         non-transferable,                                                                                                         royalty-free license,                                                                                                         exercisable solely during                                                                                                         the term of this Agreement,                                                                                                         to use MyGoto Host technology,                                                                                                         products and services solely                                                                                                         for the purpose of accessing                                                                                                         and using the Services.                                                                                                         Customer may not use                                                                                                         MyGoto Host's technology for                                                                                                         any purpose other than                                                                                                         accessing and using the                                                                                                         Services. Except for the                                                                                                         rights expressly granted                                                                                                         above, this Agreement does                                                                                                         not transfer from MyGoto Host 
to Customer any MyGoto Host 
technology, and all rights,                                                                                                         titles and interests in and                                                                                                         to any MyGoto Host technology                                                                                                         shall remain solely with                                                                                                         MyGoto Host. Customer shall                                                                                                         not, directly or indirectly,                                                                                                         reverse engineer, decompile,                                                                                                         disassemble or otherwise                                                                                                         attempt to derive source                                                                                                         code or other trade secrets                                                                                                         from any of the MyGoto Host.                                                                                                         <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>MyGoto Host owns all right,                                                                                                         title and interest in and to                                                                                                         the Services and MyGoto Host's 
trade names, trademarks,                                                                                                         service marks, inventions,                                                                                                         copyrights, trade secrets,                                                                                                         patents, know-how and other                                                                                                         intellectual property rights                                                                                                         relating to the design,                                                                                                         function, marketing,                                                                                                         promotion, sale and                                                                                                         provision of the Services                                                                                                         and the related hardware,                                                                                                         software and systems                                                                                                         (&quot;Marks&quot;). Noting in this                                                                                                         Agreement constitutes a                                                                                                         license to Customer to use                                                                                                         or resell the Marks.<br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                 </ol>                                                                                                 </li>                                                                                                 <li>Disclaimer of Warranty.                                                                                                 Customer agrees to use all                                                                                                 Services and any information                                                                                                 obtained through or from                                                                                                 MyGoto Host, at Customer's own                                                                                                 risk. Customer acknowledges and                                                                                                 agrees that MyGoto Host exercises                                                                                                 no control over, and accepts no                                                                                                 responsibility for, the content                                                                                                 of the information passing                                                                                                 through MyGoto Host's host                                                                                                 computers, network hubs and                                                                                                 points of presence or the                                                                                                 Internet. <strong><br>                                                                                                 <br>                                                                                                 THE SERVICES PROVIDED UNDER THIS                                                                                                 AGREEMENT ARE PROVIDED ON AN AS                                                                                                 IS, AS AVAILABLE BASIS. NONE OF                                                                                                 MyGoto Host, ITS PARENT, SUBSIDIARY                                                                                                 OR AFFILIATED CORPORATIONS, OR                                                                                                 ANY OF THEIR RESPECTIVE                                                                                                 EMPLOYEES, OFFICERS, DIRECTORS,                                                                                                 SHAREHOLDERS, AFFILIATES,                                                                                                 AGENTS, ATTORNEYS, SUPPLIERS,                                                                                                 THIRD-PARTY INFORMATION                                                                                                 PROVIDERS, MERCHANTS, LICENSORS                                                                                                 OR THE LIKE (EACH, AN &quot;MyGoto Host
PERSON&quot;) MAKE ANY WARRANTIES OF                                                                                                 ANY KIND, EITHER EXPRESSED OR                                                                                                 IMPLIED, INCLUDING BUT NOT                                                                                                 LIMITED TO WARRANTIES OF                                                                                                 MERCHANTABILITY OR FITNESS FOR A                                                                                                 PARTICULAR PURPOSE, OR                                                                                                 NON-INFRINGEMENT, FOR THE                                                                                                 SERVICES OR ANY EQUIPMENT                                                                                                 MyGoto Host PROVIDES. NO MyGoto Host
 PERSON MAKES ANY WARRANTIES THAT                                                                                                 THE SERVICES WILL NOT BE                                                                                                 INTERRUPTED OR ERROR FREE; NOR                                                                                                 DO ANY OF THEM MAKE ANY                                                                                                 WARRANTIES AS TO THE RESULTS                                                                                                 THAT MAY BE OBTAINED FROM THE                                                                                                 USE OF THE SERVICES OR AS TO THE                                                                                                 ACCURACY, RELIABILITY OR CONTENT                                                                                                 OF ANY INFORMATION, SERVICES OR                                                                                                 MERCHANDISE CONTAINED IN OR                                                                                                 PROVIDED THROUGH THE SERVICES.                                                                                                 MyGoto IS NOT LIABLE, AND                                                                                                 EXPRESSLY DISCLAIMS ANY                                                                                                 LIABILITY, FOR THE CONTENT OF                                                                                                 ANY DATA TRANSFERRED EITHER TO                                                                                                 OR FROM CUSTOMER OR STORED BY                                                                                                 CUSTOMER OR ANY OF CUSTOMER'S                                                                                                 CUSTOMERS VIA THE SERVICES                                                                                                 PROVIDED BY MyGoto Host. NO ORAL                                                                                                 ADVICE OR WRITTEN INFORMATION                                                                                                 GIVEN BY ANY MyGoto Host PERSON,                                                                                                 WILL CREATE A WARRANTY; NOR MAY                                                                                                 YOU RELY ON ANY SUCH INFORMATION                                                                                                 OR ADVICE.<br>                                                                                                 <br>                                                                                                 The terms of this section shall                                                                                                 survive any termination of this                                                                                                 Agreement.</strong><br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 </li>                                                                                                 <li>Limited Warranty. <br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 <ol>                                                                                                         <li>MyGoto Host represents and                                                                                                         warrants to Customer that                                                                                                         the Services will be                                                                                                         performed (a) in a manner                                                                                                         consistent with industry                                                                                                         standards reasonably                                                                                                         applicable to the                                                                                                         performance thereof; (b) at                                                                                                         least at the same level of                                                                                                         service as provided by                                                                                                          MyGoto Host generally to its                                                                                                         other customers for the same                                                                                                         services; and (c) in                                                                                                         compliance in all material                                                                                                         respects with the applicable                                                                                                         Service Descriptions.                                                                                                         Customer will be deemed to                                                                                                         have accepted such Services                                                                                                         unless Customer notifies                                                                                                         MyGoto, in writing, within                                                                                                         thirty (30) days after                                                                                                         performance of any Services                                                                                                         of any breach of the                                                                                                         foregoing warranties.                                                                                                         Customer's sole and                                                                                                         exclusive remedy, and                                                                                                         MyGoto Host's sole obligation,                                                                                                         for breach of the foregoing                                                                                                         warranties shall be for                                                                                                         MyGoto Host, at its option, to                                                                                                         re-perform the defective                                                                                                         Services at no cost to                                                                                                         Customer, or, in the event                                                                                                         of interruptions to the                                                                                                         Services caused by a breach                                                                                                         of the foregoing warranties,                                                                                                         issue Customer a credit in                                                                                                         an amount equal to the                                                                                                         current monthly service fees                                                                                                         pro rated by the number of                                                                                                         hours in which the Services                                                                                                         have been interrupted.                                                                                                         MyGoto Host may provision the                                                                                                         Services from any of its                                                                                                         data centers and may from                                                                                                         time to time re-provision                                                                                                         the Services from different                                                                                                         data centers. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>The foregoing warranties                                                                                                         shall not apply to                                                                                                         performance issues or                                                                                                         defects in the Services (a)                                                                                                         caused by factors outside of                                                                                                         MyGoto Host's reasonable                                                                                                         control; (b) that resulted                                                                                                         from any actions or                                                                                                         inactions of Customer or any                                                                                                         third parties; or (c) that                                                                                                         resulted from Customer's                                                                                                         equipment or any third-party                                                                                                         equipment not within the                                                                                                         sole control of MyGoto Host.                                                                                                         <br>                                                                                                         <br>                                                                                                         <strong>EXCEPT AS EXPRESSLY                                                                                                         PROVIDED IN THIS SECTION,                                                                                                         MyGoto Host 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                                                                                                         MyGoto Host HEREBY EXPRESSLY                                                                                                         DISCLAIMS THE SAME. WITHOUT                                                                                                         LIMITING THE FOREGOING, ANY                                                                                                         THIRD-PARTY SOFTWARE                                                                                                         PROVIDED TO CUSTOMER                                                                                                         HEREUNDER IS PROVIDED &quot;AS                                                                                                         IS&quot; WITHOUT ANY CONDITION OR                                                                                                         WARRANTY WHATSOEVER.                                                                                                         MyGoto Host DOES NOT WARRANT                                                                                                         THAT THE SERVICES WILL BE                                                                                                         UNINTERRUPTED, ERROR-FREE OR                                                                                                         COMPLETELY SECURE</strong>.<br>                                                                                                         <br>                                                                                                         &nbsp; </li>                                                                                                 </ol>                                                                                                 </li>                                                                                                 <li>Limitation of Liability. <br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 <ol>                                                                                                         <li><strong>IN NO EVENT WILL                                                                                                         MyGoto Host'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 MyGoto Host BY CUSTOMER                                                                                                         DURING THE 12-MONTH PERIOD                                                                                                         IMMEDIATELY PRECEDING THE                                                                                                         EVENT GIVING RISE TO SUCH                                                                                                         LIABILITY. </strong><br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li><strong>MyGoto Host CANNOT                                                                                                         GUARANTEE CONTINUOUS                                                                                                         SERVICE, SERVICE AT ANY                                                                                                         PARTICULAR TIME, INTEGRITY                                                                                                         OF DATA, INFORMATION OR                                                                                                         CONTENT STORED OR                                                                                                         TRANSMITTED VIA THE                                                                                                         INTERNET. MyGoto Host 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.                                                                                                         </strong><br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li><strong>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 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. </strong>                                                                                                         <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>The limitations                                                                                                         contained in this Section                                                                                                         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 15(c) shall not                                                                                                         apply to Customer's                                                                                                         indemnification obligations.                                                                                                         <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Notwithstanding anything                                                                                                         to the contrary in this                                                                                                         Agreement, MyGoto Host's 
maximum liability under this                                                                                                         Agreement for all damages,                                                                                                         losses, costs and causes of                                                                                                         actions from any and all                                                                                                         claims (whether in contract,                                                                                                         tort, including negligence,                                                                                                         quasi-contract, statutory or                                                                                                         otherwise) shall not exceed                                                                                                         the actual dollar amount                                                                                                         paid by Customer for the                                                                                                         Services which gave rise to                                                                                                         such damages, losses and                                                                                                         causes of actions during the                                                                                                         12-month period prior to the                                                                                                         date the damage or loss                                                                                                         occurred or the cause of                                                                                                         action arose.<br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Customer understands,                                                                                                         acknowledges and agrees that                                                                                                         if MyGoto Host takes any                                                                                                         corrective action under this                                                                                                         Agreement because of an                                                                                                         action of Customer or one if                                                                                                         its customers or a reseller,                                                                                                         that corrective action may                                                                                                         adversely affect other                                                                                                         customers of Customer or                                                                                                         other reseller customers,                                                                                                         and Customer agrees that                                                                                                         MyGoto Host shall have no                                                                                                         liability to Customer, any                                                                                                         of its customers or any                                                                                                         Reseller Customer due to                                                                                                         such corrective action by                                                                                                         MyGoto Host.<br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>This limitation of                                                                                                         liability reflects an                                                                                                         informed, voluntary                                                                                                         allocation between the                                                                                                         parties of the risks (known                                                                                                         and unknown) that may exist                                                                                                         in connection with this                                                                                                         Agreement. The terms of this                                                                                                         section shall survive any                                                                                                         termination of this                                                                                                         Agreement.<br>                                                                                                         <br>                                                                                                         &nbsp; </li>                                                                                                 </ol>                                                                                                 </li>                                                                                                 <li>Indemnification. Customer                                                                                                 agrees to indemnify, defend and                                                                                                 hold harmless MyGoto Host and its                                                                                                 parent, subsidiary and                                                                                                 affiliated companies, and each                                                                                                 of their respective officers,                                                                                                 directors, employees,                                                                                                 shareholders, attorneys and                                                                                                 agents (each an &quot;indemnified                                                                                                 party&quot; and, collectively,                                                                                                 &quot;indemnified parties&quot;) from and                                                                                                 against any and all claims,                                                                                                 damages, losses, liabilities,                                                                                                 suits, actions, demands,                                                                                                 proceedings (whether legal or                                                                                                 administrative), and expenses                                                                                                 (including, but not limited to,                                                                                                 reasonable attorney's fees)                                                                                                 threatened, asserted, or filed                                                                                                 by a third party against any of                                                                                                 the indemnified parties arising                                                                                                 out of or relating to Customer's                                                                                                 use of the Services, (ii) any                                                                                                 violation by Customer of the AUP,                                                                                                 (iii) any breach of any                                                                                                 representation, warranty or                                                                                                 covenant of Customer contained                                                                                                 in this Agreement or (iv) any                                                                                                 acts or omissions of Customer.                                                                                                 The terms of this section shall                                                                                                 survive any termination of this                                                                                                 Agreement.<br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 </li>                                                                                                 <li>Miscellaneous. <br>                                                                                                 <br>                                                                                                 &nbsp;                                                                                                 <ol>                                                                                                         <li>Independent Contractor.                                                                                                         MyGoto Host and Customer are                                                                                                         independent contractors and                                                                                                         nothing contained in this                                                                                                         Agreement places MyGoto Host 
and Customer in the                                                                                                         relationship of principal                                                                                                         and agent, master and                                                                                                         servant, partners or joint                                                                                                         venturers. 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. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Governing Law;                                                                                                         Jurisdiction. Any                                                                                                         controversy or claim arising                                                                                                         out of or relating to this                                                                                                         Agreement, the formation of                                                                                                         this Agreement or the breach                                                                                                         of this Agreement, including                                                                                                         any claim based upon arising                                                                                                         from an alleged tort, shall                                                                                                         be governed by the                                                                                                         substantive laws of the                                                                                                         State of Deleware. The                                                                                                         United Nations Convention on                                                                                                         Contracts for the                                                                                                         International Sale of Goods                                                                                                         does not apply to this                                                                                                         Agreement. <strong><br>                                                                                                         <br>                                                                                                         ANY SUIT, ACTION OR                                                                                                         PROCEEDING CONCERNING THIS                                                                                                         AGREEMENT MUST BE BROUGHT IN                                                                                                         A STATE OR                                                                                                         FEDERAL COURT LOCATED IN DELEWARE 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</strong>.                                                                                                         <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Headings. The headings                                                                                                         herein are for convenience                                                                                                         only and are not part of                                                                                                         this Agreement. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>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 Customer or                                                                                                         MyGoto Host, 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 Customer                                                                                                         and MyGoto Host. 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 MyGoto Host in its sole                                                                                                         discretion, which                                                                                                         modifications will be                                                                                                         effective upon posting to                                                                                                         MyGoto Host's web site. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>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. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>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. MyGoto Host may give                                                                                                         written notice to Customer                                                                                                         via e-mail to the Customer's                                                                                                         e-mail address as maintained                                                                                                         in MyGoto Host's billing                                                                                                         records. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>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. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Assignment; Successors.                                                                                                         Customer may not assign or                                                                                                         transfer this Agreement, or                                                                                                         any of its rights or                                                                                                         obligations hereunder,                                                                                                         without the prior written                                                                                                         consent of MyGoto Host. Any                                                                                                         attempted assignment in                                                                                                         violation of the foregoing                                                                                                         provision shall be null and                                                                                                         void and of no force or                                                                                                         effect whatsoever. MyGoto Host 
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 Customer. This                                                                                                         Agreement shall be binding                                                                                                         upon and shall inure to the                                                                                                         benefit of the parties                                                                                                         hereto and their respective                                                                                                         successors and permitted                                                                                                         assigns. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Limitation of Actions.                                                                                                         No action, regardless of                                                                                                         form, arising by reason of                                                                                                         or in connection with this                                                                                                         Agreement may be brought by                                                                                                         either party more than two                                                                                                         years after the cause of                                                                                                         action has arisen. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>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, MyGoto Host's 
records of such execution                                                                                                         shall be presumed accurate                                                                                                         unless proven otherwise. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>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, acts of war or                                                                                                         terrorism, 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. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>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, Customer                                                                                                         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 Customer                                                                                                         as if it were a party to                                                                                                         this Agreement. <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Government Regulations.                                                                                                         Customer 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 Customer                                                                                                         operates or does business.                                                                                                         <br>                                                                                                         <br>                                                                                                         &nbsp;                                                                                                         </li>                                                                                                         <li>Marketing. Customer                                                                                                         agrees that during the term                                                                                                         of this Agreement MyGoto                                                                                                         may publicly refer to                                                                                                         Customer, orally and in                                                                                                         writing, as a customer of                                                                                                         MyGoto. Any other public                                                                                                         reference to Customer by                                                                                                         MyGoto Host requires the                                                                                                         written consent of Customer.                                                                                                         </li>                                                                                                 </ol>                                                                                                 </li>                                                                                         </ol>                                                                                         </a></tr>

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