Master Services Agreement

This Master Services Agreement (the "Agreement") is entered into on the date that the service was ordered ("the Effective Date") by and between the client identified below and IntoNET Technology Ltd ("IntoNET Technology") of 22 Sycamore Way, Diss, Norfolk, IP22 4ZD, England, and describes the terms and conditions by which IntoNET Technology shall provide certain Services to client. The partners agree as follows:

1. PURPOSE OF AGREEMENT.

Under this Agreement IntoNET Technology provides Internet connectivity services (the "Bandwidth"), the equipment (the "Hardware") (except for co-location services), the availability of space to store and operate such Hardware ("Space") and the licensing of software (the "Software"), together comprising the dedicated server package under this Agreement (together, the "Services").

2. SERVICE ORDERS.

2.1. Orders. Client may issue one or more service orders describing the Bandwidth, Hardware, Space and Software that client desires ("Service Order"). Each Service Order will set forth the prices, initial Terms of Services and other information required in the Service Order form. No Service Order shall be effective until accepted by IntoNET Technology. The terms of this Agreement and the Service Order shall supersede the terms on any order form or purchase order from client.

2.2. Cancellation. Cancellations must be made in writing, on letter headed notepaper and faxed/posted to us.

2.3. IP Addresses. IntoNET Technology may assign on a temporary basis a reasonable number of Internet Protocol Addresses ("IP Addresses") from the address space assigned to IntoNET Technology by the RIPE. The client acknowledges that the IP Addresses are the sole property of IntoNET Technology, and are assigned to client as part of the Services, and are not portable as such term is used by the RIPE. IntoNET Technology reserves the right to change the IP Address assignments at any time. IntoNET Technology shall use reasonable efforts to reduce disruption to client resulting from such changes, and shall give client reasonable notice of changes. Client agrees that it will have no right to IP Addresses upon termination of this Agreement, and that any change required of client after termination shall be the sole responsibility of client.

3. SOFTWARE LICENSE AND RIGHTS

3.1 Software License. During the term of a Service Order, IntoNET Technology grants client a non-transferable, nonexclusive license to use the Software, in object code form only, for its internal needs, solely on the Hardware provided, and in conjunction with the Services.

3.2 Software License Restrictions. Client agrees that it will not itself (or through others):

3.2.1 copy the Software, except as is necessary to install on Hardware and for internal, archive purposes. In the event client makes any copies of the Software, client shall reproduce all proprietary notices on such copies;

3.2.2 reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Software;

3.2.3 sell, lease, license, transfer or sublicense the Software or the documentation;

3.2.4 write or develop any derivative or other software programs, based, in whole or in part, upon the Software or any Confidential Information (as defined in Section 9); or

3.2.5 use the Software to provide processing services to third parties, or otherwise use the Software on a service bureau basis.

3.3 Proprietary Rights. This Agreement transfers to client neither title nor any intellectual property rights to the Software, Hardware, documentation, or any copyrights, patents or trademarks, embodied or used in connection therewith, except for the limited license to use in Sections 3.1 and 3.2.

4. USER CONTENT AND CONDUCT. Client is solely responsible for the content of any postings, data or transmissions using the Services (the "Content"), or any other use of the Services by client or by any person or entity client permits to access the Services (a "User"). Client represents and warrants that neither it nor any User will use the services for unlawful purposes (including, without limitation, infringement of copyright or trademark, misappropriation of trade secrets, wire fraud, invasion of privacy, pornography, obscenity, defamation, and illegal use, transportation or sale of tobacco, controlled substances and firearms), or to interfere with, or disrupt, other network users, network services or network equipment. Disruptions include, without limitation, distribution of unsolicited advertising or chain letters, repeated harassment of other network users, wrongly impersonating another user, falsifying one's network identity for improper or illegal purposes, sending unsolicited mass e-mailings, propagation of computer viruses, and using the network to make unauthorised entry to any other machine accessible location, via the network. If IntoNET Technology has reasonable grounds to believe that client or a User is utilising the Services for any such illegal or disruptive purpose, IntoNET Technology may suspend or terminate Services immediately, without prior notice to client. Client shall defend, indemnify, hold harmless IntoNET Technology from and against all liabilities and costs (including reasonable attorneys' fees and litigation expenses) from any and all claims by any person arising out of client's use of the Services, including those without consent.

5. PRICING AND PAYMENT TERMS.

5.1 Payment Terms. The total initial cost, plus the first billing period of service is due at the commencement of the contract. IntoNET Technology shall establish the recurring billing date.

5.2 Terminations and Collection. Accounts that are past due by more then seven (7) calendar days, are subject to immediate interruption of all service(s) either by disabling telnet/ftp access and/or disabling the connection to the server. In the event of disconnections, a £25.00 reinstatement fee will apply to reactivate the service, in addition to full payment of the balance due on the account. In addition, all accounts that have not been paid in full after fourteen (14) calendar days will be sent to a debt collection agency. All accounting issues should be addressed to accounts@intonet-technology.co.uk

5.3 Price Increases. IntoNET Technology shall not increase the prices for Services during the initial term of any Service Order, but may thereafter change prices, upon thirty (30) days written notice.

6. MAINTENANCE AND SUPPORT.

6.1 Ordering Maintenance and Support. IntoNET Technology shall provide client with maintenance and support of the Hardware, if Maintenance and Support are specified in the Service Order.

6.2 Exclusions. Maintenance and Support shall not include services for problems arising out of (a) tampering, modification, alteration, or addition to the Hardware or Software, which is undertaken by persons other than IntoNET Technology or its authorised representatives; or (b) programs or hardware supplied by client.

6.3 Client's Duties. Client shall document and promptly report all errors or malfunctions of the Hardware or Software to IntoNET Technology. Client shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from IntoNET Technology. Client shall maintain a current archive copy of all Software and data. Client shall properly train its personnel in the use of the Hardware and Software.

6.4 Backup of data. Use of the service is at the Clients sole risk. IntoNET Technology is not responsible for files and data residing on Clients account. Client agrees to take full responsibility for files and data transferred and to maintain appropriate backups of files and data stored on IntoNET Technology servers.

7. TERM AND TERMINATION.

7.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of not less than one (1) month.

7.2 Termination Upon Default. As provided in Section 5.2, termination for non-payment by client shall occur when payments are not made within seven (7) days of the due date. Termination for other defaults by either party shall occur if the breaching party fails to correct the default within seven (7) days of written notice. At its election, IntoNET Technology may terminate separately those services that are billed separately by IntoNET Technology.

7.3 Effect of Termination. The provisions of Sections 2.3, 3.1, 3.2, 3.3, 9, 10 and 11 shall survive termination of this Agreement. All other rights and obligations of the parties shall cease upon termination of this Agreement. The term of any license granted hereunder shall expire upon expiration or termination of this Agreement.

8. CONFIDENTIAL INFORMATION. Confidential Information shall mean all information identified by a party ("Disclosing Party") to the other party ("Receiving Party"), which, if in writing, labelled as confidential, or if disclosed orally, is reduced to writing within fifteen (15) days, and labelled as confidential. Confidential Information shall remain the sole property of the Disclosing Party. Except for the specific rights granted by this agreement, the Receiving Party shall not use any Confidential Information of Disclosing Party for its own account. Receiving Party shall use reasonable care to protect Disclosing Party's Confidential Information. Receiving Party shall not disclose Confidential Information to any third party without the written consent of Disclosing Party (except to consultants who are bound by a written agreement with Receiving Party to maintain confidentiality). Confidential Information shall exclude information (i) available to the public other than by a breach of this Agreement; (ii) rightfully received from a third party not in breach of an obligation of confidentiality; (iii) independently developed by Receiving Party without access to Confidential (iii) independently developed by Receiving Party without access to Confidential information; (iv) known to Receiving Party at the time of disclosure; or (v) produced in compliance with a court order. Disclosing Party shall give reasonable notice of such order to permit a limiting of such production. Receiving Party agrees to cease using all Confidential Information, and to promptly return such Confidential Information to Disclosing Party upon request.

9. LIMITATION OF LIABILITY. IntoNET Technology's liability for all claims arising out of this Agreement shall be limited to the amount of fees paid by client to IntoNET Technology under this Agreement within one year of the date client contends its claim arose. In no event shall IntoNET Technology be liable for any loss of data, loss of profits, cost of cover, or other special, incidental, consequential, indirect or punitive damages arising from this Agreement, however caused and regardless of theory of liability. This limitation will apply even if IntoNET Technology has been advised of, or is aware of, the possibility of such damages.

10. DISCLAIMER OF WARRANTIES. IntoNET Technology specifically disclaims all implied warranties, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement of the system or services provided by IntoNET Technology.

11. MISCELLANEOUS.

11.1. Independent Contractor. The relationship of IntoNET Technology and client under this Agreement is that of independent contractors and not partners, joint venturers, or co-owners as participants. Neither party has authority to contract for or bind the other, except as expressly stated in this Agreement.

11.2 Notices. Any notice hereunder shall be in writing and shall be given by registered, certified or Express mail, or reliable overnight courier addressed to the addresses in this Agreement. Notice shall be deemed to be given upon the earlier of actual receipt or three (3) days after it has been sent, properly addressed and with postage prepaid. Either party may change its address for notice by means of notice to the other party given in accordance with this Section.

11.3 Assignment. Client may not assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be a default of this Agreement.

11.4 Governing Law and Forum. This Agreement shall be interpreted according to the laws of the United Kingdom.

11.5 Advertising. IntoNET Technology may include client's name and web site address in directories of IntoNET Technology service subscribers for the purpose promoting the use of the Services by clients. IntoNET Technology is not authorised to use client's name or other identifying information in any other advertising or promotional materials, without the prior written consent of client.

11.6 Indemnification. Client agrees to indemnify and hold IntoNET Technology harmless from any and all claims, losses, damages, liabilities, judgments, or settlements, including reasonable attorney's fees, costs, and expenses incurred by IntoNET Technology as a result of any breach of the Agreement by client. Client and IntoNET Technology will promptly notify each other upon receipt of any third party claim or legal action arising out of this Agreement.

11.7 Entire Agreement and Waiver. This Agreement, the Service Orders, and IntoNET Technology's web site content relating to Guarantee and Cancellation Policies shall constitute the entire agreement between IntoNET Technology and client with respect to the subject matter hereof. All prior agreements, representations, and statements with respect to such subject matter are superseded. Any failure of either party to exercise or enforce its rights under this Agreement shall not act as a waiver of subsequent breaches.

11.8 Severability. In the event any provision of this Agreement is determined to be unenforceable in full, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect.

11.9 Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, client shall not solicit or hire the services of any employee or subcontractor of IntoNET Technology, without the prior written consent of IntoNET Technology.

11.10 Substitution. IntoNET Technology may substitute, change or modify the Software or Hardware at any time, but shall not thereby substantially alter the technical parameters of the Services.

11.11 Excess Bandwidth. IntoNET Technology will impose a charge of £0.04p per megabyte (MB) of data transferred over and above the monthly bandwidth limit, where such limit exists, as stated in the Service Order.

11.12 Prohibited content. IntoNET Technology prohibits the installation of IRC servers and storage of warez, cracks or any other means of infringing copyright of any kind on our network. Any such servers or files found would be removed without notice and at the discretion of IntoNET Technology, may result in termination of this Agreement. No monies paid will be refunded should this Agreement be terminated through breach of this condition.