Web Hosting and Electronic Commerce Agreement
Carefully read the following terms and conditions of this agreement. By accessing and using the web hosting and electronic commerce services and associated software of SkyHop.com, Inc. (“SkyHop”), you (“Customer”) indicate the acceptance of the following terms and conditions and you agree to be bound by them. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE THE SkyHop WEB HOSTING AND ELECTRONIC COMMERCE SERVICES or associated software and promptly return the complete package including the software to SkyHop.

This agreement constitutes the complete and exclusive statement of the agreement between you and SkyHop with respect to the SkyHop web hosting and electronic commerce services and associated software and SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, oral or written, and any other communications relating to the subject matter of this agreement.

Now, therefore, in consideration of the mutual covenants set forth herein, SkyHop and Customer agree as follows:

1.Order Acceptance, Payment.
A.All orders are subject to acceptance by SkyHop. An order will be deemed accepted by SkyHop when SkyHop sends written confirmation of the order to Customer.

B.SkyHop shall charge Customer’s credit card for the applicable set-up fees and monthly fees according to the Package(s) (as defined below) selected by Customer and provided by SkyHop. Such fees and charges shall include, without limitation, the fees for connectivity, design services, and charges by any and all third parties whose materials are included as part of the Package(s). SkyHop reserves the right to change the amount of, or basis for determining, any fees or charges and institute new fees and charges upon prior notice to Customer. Customer must provide SkyHop with a valid credit card number to which SkyHop will automatically charge all SkyHop fees as they become due. All monthly fees and set-up fees shall be due in advance of the month incurred and all additional charges shall be due at the end of the month in which such charges are incurred. Except as provided in Section 3, the set-up fees are nonrefundable and SkyHop does not issue pro rata refunds for fees paid in advance. If payment by Customer’s credit card is denied, or Customer’s charge is returned to SkyHop for any reason, including charge back or Customer otherwise fails to make any payments owing to SkyHop, SkyHop may, at SkyHop’s discretion, suspend or terminate access to the SkyHop Services and/or terminate this Agreement. Customer’s right to use the SkyHop Services are subject to any limits established by SkyHop or by the issuer of Customer’s credit card. Interest charges of 1% per month (or the highest rate permitted by law if lower than 1% per month) will accrue daily on any unpaid balance, which is more than thirty (30) days overdue. Customer shall be responsible for any and all taxes related to this Agreement. SkyHop may charge you for certain taxes and other applicable fees.

2.SkyHop Services.

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

B.At Customer’s request, SkyHop will acquire an Internet Second-Level Domain Name (“Domain Name”), from the Contracted Registrar on behalf of Customer. Customer’s request for and/or acceptance of a Domain Name obtained by SkyHop shall in all cases constitute Customer’s waiver of any and all claims which Customer may have, or which may later arise, against SkyHop or its third party providers, for any and all damages, losses, claims or expenses arising our or related to the acquisition, registration and/or use of the Domain Name. Any cost incurred by SkyHop to obtain and/or maintain the Domain Name on behalf of Customer shall be charged to Customer by SkyHop. Request for and acceptance of a domain name requires SkyHop to supply the domain name to the Contracted Registrar, which in turns supplies the Domain Name to third parties. SkyHop will be the sole billing and technical contact for the Domain Name.

3.Limited 30-Day Money-Back Guarantee.

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

4.Third Party Providers.

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

5.Rules and Regulations.

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

6.License Grant.

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

7.Intellectual Property Rights.

Customer acknowledges and agrees that the SkyHop Services constitute confidential and proprietary information of SkyHop and its licensors and embodies trade secrets and intellectual property of SkyHop and its licensors protected under United States copyright and other laws and international treaty provisions. Customer further acknowledges that all right, title, and interest in and to all parts of the SkyHop Services, including, without limitation, associated intellectual property rights, are and shall remain with SkyHop and its licensors. Customer shall not, and shall cause its employees and agents not to, disclose or transfer any portion of the SkyHop Services to any third party. Customer further agrees not to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, sublicense, distribute, remarket or otherwise dispose of any portion of the SkyHop Services. Customer hereby acknowledges that, if SkyHop at any time or from time to time performs any customizations or modifications to SkyHop Services, all rights and interests to such customizations or modifications shall be the sole property of SkyHop.

8.Term and Termination.

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

B.Upon any termination in accordance with Section 8(A)(i), SkyHop shall permit Customer forty-eight (48) hours to download or otherwise copy any of Customer’s information and data residing on SkyHop’s facilities prior to removing such information and data from SkyHop’s facilities. Upon termination by SkyHop under Sections 8(B)(ii), (iii) or (iv), SkyHop may immediately remove all of Customer’s data and information from SkyHop’s facilities and Customer shall have no right to copy or download such data or information, and, in such event, all such information and data, including all copyrighted or copyrightable material therein, shall then become the property of SkyHop. In cases where Customer’s account has been cancelled, and Customer is requesting reactivation, SkyHop, at it’s option, may reactivate the same account, only if the account had been cancelled less than sixty (60) days prior. After sixty (60) days, Customer will be required to set up a new account.

C.To cancel an SkyHop web hosting, domain name services or electronic commerce services, Customer should call the SkyHop number at 301-791-1236 or send a request via mail to SkyHop.com, Inc., P.O. Box 2033, Hagerstown, MD 21742 Attention: Web Hosting Cancellations. For assurance of delivery, SkyHop recommends that requests for cancellation are sent via certified mail.

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

9.Exclusion of Warranties.

SkyHop PROVIDES THE SkyHop SERVICE ON AN “AS IS” BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, whether express or implied, including, but without limitation, any implied warranty of merchantability, or fitness for a particular purpose.

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

SkyHop has the right to change prices, or add or delete product features of any existing product or service. The right to change products or services extends to any software supporting a product or service. SkyHop reserves the right to change prices or material features at any time upon 30 days prior notice. SkyHop reserves the right to institute new fees or new material features at any time upon 30 days prior notice. SkyHop has the right to discontinue products or services and the right to remove or reassign IP addresses of a customer’s web site. SkyHop also has the right to deactivate a customer’s service with a thirty (30) day notice. Except for certain products and services specifically identified as being offered by SkyHop, SkyHop does not control any materials, information, products, or services on the Internet. The Internet contains unedited materials, some of which are sexually explicit or may be offensive to you. SkyHop has no control over and accepts no responsibility for such materials. You assume full responsibility and risk for use of the services and the Internet and are solely responsible for evaluating the accuracy, completeness, and usefulness of all services, products, and other information, and the quality and merchantability of all merchandise provided through the service or the Internet.

10.Limitation of Liability and Damages.

THE TOTAL AGGREGATE LIABILITY OF SkyHop TO CUSTOMER SHALL BE LIMITED TO THE AMOUNT PAID TO SkyHop BY CUSTOMER HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING A CLAIM IN WHICH SkyHop IS LIABLE TO CUSTOMER. IN NO EVENT SHALL SkyHop BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED UPON BREACH OF CONTRACT, TORT, OR OTHERWISE AND WHETHER OR NOT SkyHop HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.Confidentiality.

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

12.Indemnification.

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

13.Export Control.

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

14.Force Majeure.

Either party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

15.Miscellaneous.

Customer may not assign its rights or delegate any of its duties under this Agreement without our prior written consent of SkyHop, and any attempted assignment or delegation without such consent shall be void. If one or more provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. Nothing in this Agreement or in the understanding of the parties construes upon the parties the status of partners or joint ventures. SkyHop may subcontract any work, obligations or other performance required of SkyHop under this Agreement without consent of Customer. Other than the termination of this agreement, all notices provided hereunder sent by email, mail or certified mail to SkyHop, will be effective upon transmission. SkyHop has the right to amend the Agreement from time to time, and will do so by posting the new Agreement on the SkyHop web site under the Terms and Conditions at the Policies and Agreements page.

This Agreement is governed by Maryland law without regard to conflict of law provisions. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration, and administered by the American Arbitration Association under its Commercial Arbitration Rules. Any such arbitration will be governed by Maryland law and will be held in Annapolis, Maryland. The arbitrator will be an expert in the field of Internet services. The arbitrator()s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. There shall be no class action arbitration pursuant to this agreement.

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