VPS Hosting is an MDM Enterprise Company
October 22, 2005 Agreement Version

This Dedicated Server Hosting Terms of Service Agreement (“Agreement") is between the party signing below ("Customer") and MDM Enterprise. ("VPS Hosting") and governs the hosting, related internet connectivity and other services (collectively, the "Services") specified in the service order form executed by Customer in connection herewith and incorporated herein (as the same may be amended and supplemented from time to time by the parties hereto, the "Service Order").

1. VPS Hosting shall provide the Services as set forth herein and Customer shall pay the fees for the Services as specified on the Service Order. Payment is due by the due date specified on the invoice.  In the case of Credit Card or Electronic payment this is due the day the invoice is generated.  In the case of check payment, you will be billed 30 days prior to the invoice due date and payment is due by the due date. Amounts unpaid after the Due Date shall accrue interest at the lesser of 1.5% per month and the maximum lawful rate ("Interest Rate"). If Customer disputes in good faith any invoiced amounts, Customer shall, on or prior to the applicable Due Date, (a) pay all undisputed amounts and (b) provide VPS Hosting with written notice of the details of the dispute, together with all supporting documentation. The parties shall work diligently and in good faith to resolve all such disputes. Disputed amounts found to be properly owed to VPS Hosting shall be paid promptly following resolution of the dispute, together with interest from the Due Date at the Interest Rate. VPS Hosting reserves the right to suspend or terminate Service to any account in default with respect to undisputed amounts, which suspension or termination (irrespective of its cause) shall not relieve Customer of its obligation to pay the monthly fees for the Services for the balance of the Initial Term (as defined below) or, if applicable, the renewal term then in effect, and any other fees set forth on the Service Order Form and any remaining purchase price with respect to any Equipment (as defined below) purchased at Customer's request or specifically to fulfill Customer's order (collectively, "Third Party Charges"). Stated fees exclude any taxes levied on the Equipment or Services provided hereunder, all of which shall be paid by Customer.
   
   
2. This Agreement shall be effective as to the parties hereto upon Customer's execution hereof (the "Effective Date") and shall continue to the Expiration Date (as defined below). Unless (i) earlier terminated in accordance with the terms hereof, (ii) otherwise renewed for a specific renewal term or (iii) either party has given the other party at least 30 days advance written notice of termination prior to the Expiration Date, this Agreement shall continue in effect on a month-to-month basis from the Expiration Date of the Initial Term at the then current prices in effect. "Expiration Date" means the last day of the service term for which any Services are ordered as per the applicable Service Order, with such service term (the "Initial Term") being measured for purposes of this definition from the Commencement Date (unless otherwise specified on the Service Order or any applicable Supplemental Terms (as defined below)), as extended by any renewal term. Any notice of termination shall be given to VPS Hosting in writing via facsimile, or snail mail 30 days prior to the termination date. The Service Fee is billed to you at the beginning of each billing month and is due on the 26th day of each month in which the Service Fee is billed. A Billing cycle month starts on the 26th of one month and ends on the 25th of the next month. If you first begin using our services after the 26th of the month, we will prorate your first billing cycle month's Service Fee. The Service Fee is subject to adjustment, with notice, according to the current dedicated server price schedule.
   
   
3. As part of the Services, VPS Hosting provides servers, the associated operating system and other applicable software, as specified on the applicable Service Order, equipment used for Internet connectivity and required space in an VPS Hosting or partner data center (collectively, the "Equipment"). VPS Hosting acts solely as a provider or "reseller" of the Equipment it uses to provide the Services, which have been manufactured or otherwise provided by a third party. Customer's sole remedies for any malfunction or defect in the Equipment are the Service Level Agreements described in Section 12. If VPS Hosting provides any Equipment directly to Customer for its use free of charge, within 10 business days following termination of this Agreement for any reason, Customer shall either (i) at Customer's expense, return all Equipment received by such Customer to VPS Hosting (at an address directed by VPS Hosting) by overnight courier with tracking, insurance and postage prepaid in the same condition as furnished to Customer, normal wear and tear excepted, or (ii) purchase the Equipment at the price specified in the applicable Supplemental Terms or, if no price is so specified, at a rate of 75% of its original retail value.
   
   
4. VPS Hosting will perform the initial configuration of the Equipment and such maintenance and support Services as are specified on the Service Order and any applicable Supplemental Terms. Customer shall supply (and shall cause its third-party suppliers to provide) VPS Hosting with such reasonable assistance as VPS Hosting requires to provide the Services. Customer is solely responsible for all other services not specified on the Service Order or in any applicable Supplemental Terms, which may include, without limitation, the management, administration and support of Customer's software and the software that is part of the Equipment once it is installed by VPS Hosting. In addition, Customer is solely responsible for backup of its software and data residing on the Equipment, except to the extent that it has purchased such Services from VPS Hosting.
   
   
5. VPS Hosting shall have no obligation to provide support and no liability for any interruption or deficiency in the Services resulting from (a) tampering or alteration of the Equipment by persons not authorized, or in a manner not explicitly required, by VPS Hosting; or (b) the function or malfunction of hardware or software not supplied by VPS Hosting. Customer shall promptly report all alterations to Equipment or software initiated or implemented by persons not explicitly required or authorized by VPS Hosting and shall promptly implement any corrective procedures required by VPS Hosting. VPS Hosting exercises no control over, and specifically rejects any responsibility for, the content, accuracy or quality or security of information passing or obtained through or resident on the Equipment. Use of any information obtained via the Equipment is strictly at Customer's own risk. Please understand that all information submitted on the dedicated server shall be considered publicly accessible. Important and private information should be protected by you. For example, we are not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network provider that you may use.
   
   
6. Customer and those using the Services through Customer shall at all times comply with the then-current version of VPS Hosting's Acceptable Use Policy ("AUP"), which is incorporated into and made a part of this Agreement. VPS Hosting may amend the AUP from time to time, which amendments shall be effective upon their posting at our web site at http://www.vpshosting.net/policies/aup.html. VPS Hosting may take any of the preventative or corrective actions specified in the AUP, up to and including suspension of the Services or termination of the Agreement, which suspension or termination shall not relieve Customer of its payment obligations (including for Third Party Charges) for the balance of the term. VPS Hosting will, to the extent it determines (in its sole discretion) that such actions are practicable and legally permissible, attempt to notify Customer prior to taking any allowed preventative or corrective action. Customer acknowledges and agrees that VPS Hosting will provision the Services hereunder subject to its Privacy Policy, as amended from time to time, a copy of which is available at http://www.vpshosting.net. Because VPS Hosting acts only as a conduit for transmission of data it is not subject to the Health Insurance Portability and Accountability Act (as per 65 FR 82476), or Gramm-Leach-Bliley Act (as per 16 C.F.R. §314.2(d)); Customer is solely responsible for complying with such statutes, rules and regulations should they be required to
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7. Customer shall indemnify, defend and hold harmless VPS Hosting and its affiliates from and against any claims, causes of action, losses, damages, costs or expenses (collectively, "Claims") arising out of or relating to use by or through Customer of VPS Hosting's host computers, network hubs and points of presence, or any partner host computers, network hubs and points of presence (collectively, the "VPS Hosting Network") or the Services in any way, including any breach of the AUP.
   
   
8. VPS Hosting reserves the right to monitor customer's bandwidth usage and to utilize technology to limit such usage to ordered amounts and/or to charge Customer for any excessive usage.
   
   
9. THE REMEDIES AND WARRANTIES IN THIS AGREEMENT ARE EXCLUSIVE AND REPLACE ALL OTHER REMEDIES AND WARRANTIES, EXPRESS OR IMPLIED. SUBJECT TO ANY APPLICABLE SERVICE LEVEL AGREEMENTS AS REFERENCED IN SECTION 12, VPS Hosting MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR EQUIPMENT; AND DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. VPS Hosting shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of God, earthquakes, labor disputes, changes in law, regulation or government policy, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, or any other such occurrences. Either party may terminate this Agreement if the failure or delay of performance caused by such event of force majeure continues for a continuous period of 10 business days.
   
   
10. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR USE OF SERVICES BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. Notwithstanding anything to the contrary stated in this Agreement, Customer's sole remedies for any Claims relating to the Services are set forth in Section 12. In no event shall VPS Hosting's and its affiliates' aggregate, collective liability for any Claims (including negligence or otherwise), exceed the amount paid by Customer for the Services during the one month whereby date the Claim occurred or arose.
    
    
11. Any Internet Protocol addresses ("IP Addresses") assigned to Customer by VPS Hosting in connection with the Services (i) shall be used only in connection with the Services and (ii) will require VPS Hosting to disclose certain Customer contact information to the applicable registry for Internet numbers in order for VPS Hosting to be in compliance with its agreements with such registry. If for any reason Customer discontinues use of the Services or this Agreement terminates, Customer's right to use the IP Addresses shall terminate. VPS Hosting may change the IP Addresses upon 30 days' written notice to Customer.
    
    
12. The Service Level Agreements ("SLAs") for the Services, which are incorporated into this Agreement and include commitments with respect to hardware Support and certain availability of the Services, are set forth at http://www.vpshosting.net, which are incorporated into this Agreement by this reference, and set forth Customer's sole and exclusive remedies for Claims relating to the Services.
    
    
13. Neither party may use the other's or its suppliers' name, trademarks, trade names or other proprietary identifying symbols without the prior written consent of the other party, except that, unless otherwise specified on the Service Order VPS Hosting may use Customer's name on a list of sample customers for marketing purposes. Unless otherwise provided in this Agreement, neither party shall have any right, title, or interest in or to the Intellectual Property (as defined below) of the other party and may not use, copy, distribute, modify, decompile, disassemble or reverse engineer such Intellectual Property or grant any other person or entity the right to do so. "Intellectual Property" means any patent, copyright, trademark, service mark, trade secret or other intellectual or proprietary right of a party or its suppliers or licensors. For purposes of this Agreement, Intellectual Property of Customer includes its data and software resident on the Equipment.
    
    
14. Either party may assign this Agreement either to an affiliate or as part of a corporate reorganization, consolidation, merger or sale of assets; provided, however, that, in order for such assignment to be effective (i) the assigning party shall give written notice to the other party of such assignment and (ii) VPS Hosting shall confirm in writing that Customer's assignee meets VPS Hosting' standard credit and other standard requirements for customers of the Services. Otherwise, neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed.
    
    
15. The validity, interpretation, enforceability and performance of this agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflicts or choice of laws. This Agreement may not be amended except upon (a) the written consent of Customer and an officer of VPS Hosting or (b) in the context of adding services or extending the term, the execution by Customer of the applicable VPS Hosting documentation.
    
    
16. This Agreement (including the Service Orders) supersedes all previous and contemporaneous written and oral representations, understandings or agreements related to the subject matter hereof. The terms of this Agreement shall control inconsistencies between this Agreement and any Service Order. The rights and obligations in this Agreement of the Parties which would by their nature or content be intended to survive the expiration or termination of this Agreement shall so survive. It is the explicit intention of the Parties that there are no third-party beneficiaries to this Agreement. No failure or delay on the part of either party 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 hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law. No determination by a court of competent jurisdiction that any term or provision of this Agreement is invalid or otherwise unenforceable shall operate to invalidate or render unenforceable any other term or provision of this Agreement and all remaining provisions shall be enforced in accordance with their terms.
    
    
17. We will perform maintenance services as we determine reasonably necessary to maintain the continuous operation of the network or server environment with exclusion to the software and operating system residing on the dedicated server. You agree to periodically-scheduled maintenance downtime periods. We will provide prior notice of the maintenance downtime, except when circumstances beyond our control limit our ability to do so.
    
    
18. You are responsible for and must provide all telephone, computer, hardware and software equipment and services necessary to access the server. We make no representations, warranties, or assurances that your equipment will be compatible with our service.
    
    
19. You understand and agree that the dedicated server hosting account plan is provided on an initial 12 month contract length.  After your initial 12 months, you will be on a month to month contract length.  Should you terminate your hosting account within the first 12 months you will be billed for the entire contract period.  The first month is defined as the billing month in which you first had access to your account, regardless of whether you actually made use of your account. For purposes of billing, you understand and agree that any final charges that are incurred on your account after the contract length is terminated will be assessed against the credit card on file, and this assessment may occur after the last day of your contractual period. You understand and agree that such charges are still your responsibility whether billed to your credit card or billed to you via US Mail, Fax or E-mail and payment obligations.
    
    
20. In the event you cancel your service, you will be charged in full for the entire billing cycle month in which you canceled your service. In the event you have elected to prepay subsequent, additional billing cycle months' Service Fees, we retain the right to charge you an administrative fee and deduct the administrative fee from the subsequent, future billing cycle months' Service Fees before refunding them to you. In the event you cancel your service and you are still in your initial 12 month contract period, you will be charged in full for the remainder of your contract period as defined by the date you first had access to your account for 12 billing cyle months.
    
    
21. In the event we terminate this Agreement because of a breach, you will be charged in full for the entire month in which the breach occurred. In the event you have elected to prepay subsequent, additional months' Service Fees, we retain the right to charge an administrative fee and deduct the administrative fee from the subsequent, future months' service fees before refunding them to you. In the event we terminate this agreement because of a breach and you are still in your initial 12 month contract period, you will be charged in full for the remainder of your contract period as defined by the date you first had access to your account.
    
    
22. These fees are exclusive of any and all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the services provided under this Agreement, except that your income taxes and any sales or similar taxes on the sale of the Customer products and services to end users shall be the sole responsibility of the Customer.
    
    
23. All costs associated with returned checks will also be your responsibility and such charges will be added to your account balance.  An administrative fee to be no less than $30.00 or no more than the statutory maximum, whichever is greater, for such returned checks may be assessed and added to your account balance by us.
    
    
24. In the event, it is necessary to refer your account to a collection agency in the United States or in your country of origin, a collection fee of 40% of the account balance submitted for collections will be applied to your account to pay for services of the collection agency.  This fee is in addition to the amount being collected as an outstanding balance on your account, and is payable in full.  Failure to pay an outstanding balance may be reported to any and all credit reporting agencies according to the laws governing such action within the United States and/or your country. Any and all fees associated with the collection of your account, including expenses incurred by us will be passed on as part of the outstanding debt owed including but not limited to costs for long distance phone calls, fax charges, court appearances, and attorney fees as it relates to the collection of your account.
    
    
25. Our obligations under this Agreement are conditioned upon the following representations and warranties:
    
    
    1. You represent and warrant that you will comply with all applicable state and federal laws in your performance of this Agreement and in the use and operation of the dedicated server, including laws governing technology, software and trade secrets.
       
       
    2. You represent and warrant that you have full authority and right to enter into this Agreement and that there are no conflicting claims relating to the rights granted by this Agreement.
       
       
    3. You represent and warrant that your performance of this Agreement and providing the Web Service, including the software or data files, shall not infringe the intellectual property or other proprietary rights of any third party.
       
       
    4. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED ABOVE, WE MAKE NO WARRANTY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, AND ALL SERVICES ARE PROVIDED ON AN "AS-IS", "AS-AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT.
       
       
26. You expressly agree that use of our dedicated server is at your own risk. Neither we, our employees, affiliates, agents, third-party information providers, merchants, licensors or the like, warranty that our service will not be interrupted or error free; nor do we make any warranty as to the results that may be obtained from the use of our service or as to the accuracy, reliability or content of any information serviced or merchandise contained in or provided through our service, unless otherwise expressly stated in this Agreement.
    
    
    1. Under no circumstances, including negligence, will we, our officers, agents or anyone else involved in creating, producing or distributing our service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use our service. We will further not be liable for results from mistakes, omissions, interruptions, deletions of files, errors, defects, delays and operation, or transmission or failure of performance whether or not limited to acts of nature, communication failure, theft, destruction or unauthorized access to our records, programs or services. You acknowledge that this paragraph shall apply to all content on our dedicated server, any physical server, computer, hardware, software, paper files that we maintain, operate or store.
       
       
    2. Your exclusive remedy for all damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) will not (a) exceed the actual dollar amount which you paid during the billing month in which the cause of action arose, or (b) include any incidental, consequential, extemporary or punitive damages of any kind, including without limitation, loss of data, file, profit, good will, time, savings or revenue.
       
       
27. We retain a special lien on all of your personal property in our possession to secure any payment amount you may owe us under this Agreement, including but not limited to, domain names, data residing on the dedicated server, email or any other form of property whether in electronic or physical form.
    
    
28. We acknowledge that all right, title and interest in the customer data shall be solely owned by the customer. We own or have licensed all server operating system software. In the event that we elect, at our option, to provide custom software to you, this software will be licensed to you for use only on our dedicated servers on a non-exclusive, royalty-free, fully-paid basis according to the terms of this Agreement.
    
    
29. You may resell space on your own dedicated server but you must first obligate any such resale to the same terms of this Agreement and incorporate into that resale all of our rights, including our rights regarding content and activity.
    
    
30. You certify that you are at least 18 years of age.
    
    
31. VPS Hosting , it's parent companies or associate companies reserves the right to refuse service at our discretion without notice and/or with or without cause with exception of race, nationality, creed, sexual orientation, religion or gender.