LEGALS

TERMS & CONDITIONS

Sun, 18 May 2008 00:00:00 GMT

Standard Terms and Conditions

The information contained in every of our company Proposal is provided under the following terms and conditions:

1. These terms and conditions not only relate to this proposal but also extend to any future projects or orders we undertake for you. If our standard terms & conditions change in the future we will advise you accordingly.

2. This proposal has been prepared by our company (“we”) and our company disclaims any and all responsibility and liability for the information or strategies proposed herein.

3. This Proposal is made available to you for the purpose of providing you with services and delivery of marketing and/or eBusiness solutions and remains open for 30 days.

4. our company, and their respective directors, officers, employees, agents and consultants shall have no liability including to any person by reason of negligence or negligent misstatement for statements, opinions, information or matters (express or implied) arising out of, contained in or derived from or for any omissions related to this proposal and/or the strategies delivered hereunder, except where liability under statute cannot be excluded.

5. This Proposal may contain projections based on certain intentions, expectations and plans for you. Those intentions, expectations and plans may not be achieved. They are based on certain assumptions which may not be met or on which views may differ. The performance of this proposal as described herein may be influenced by factors many of which are outside the control of our company. No representation or warranty, express or implied, is made by our company or any of its representatives, directors, officers, employees, agents and consultants that any intentions, expectations, plans, or projections will be achieved either totally or partially.

6. This proposal is copyright and you will not copy, distribute or disclose it, in whole or in part, to others at any time without the prior written consent of our company. The strategies and information contained in this proposal is the sole propriety of our company.

7. Your acceptance of the “Order Approval” creates a legally binding agreement between us to deliver the requested works to you subject to your orders/briefs at the price and on the terms quoted.

8. Any changes to your orders/briefs may result in time and fee changes, which we will notify to you upon request.

9. Satisfaction and delivery guaranteed means that our company will deliver on time at the agreed cost. Should the delivery time needed to be extended due to unforeseen circumstances, our company reserve the right to warn the client and provide a new timeline that both parties agreed on.

10. Any intellectual property created as a consequence of your orders will become your property upon full and final payment, such as logos, slogans, text, business and marketing plans, copywriting.

11. Despite clause 10, we retain any and all rights in any Retained IP that is delivered in conjunction with your orders, including but not limited to the source code of the Technology. You are granted a non-exclusive non-transferable license to use the Retained IP for the duration of your order and the timely payment of invoices.

12. We agree to:
a. Deliver your orders as instructed by you in a timely manner;
b. Fix any errors or omissions in any of the works that we provide to you;
c. Respect the confidential nature of your sensitive business information and data;
d. Keep you informed of the status of the project.

13. You agree to:
a. Provide timely instructions, content and feedback when requested in order to complete your orders;
b. Pay deposits within 48 hours of signing a quotation/order;
c. Pay invoices at delivery of the project or the service;

d. Pay the balance of each item of your orders as they are delivered to you on our staging server, in person, in print or in any other agreed format/media;
e. Provide us with adequate releases of all works delivered and accepted by you;
f. Permit us to promote the fact that you are one of our clients and that we have delivered the relevant services to you, including the following hyperlinked credit at the bottom of any online work: “Powered or Design by our company”

14. Clients use of the Host Server is subject to the Host Server:
a. Service Agreement;
b. Acceptable Use Policy;
c. Privacy Policy; and
d. Anti-Spam Policy;

15. There are no warranties or guarantees, expressed or implied, made by our company to you with respect to this proposal or your orders as expressly set forth herein and neither we will make any warranties or guarantees to you except as expressly agreed in writing by our company.

16. our company will not be liable to you on account of any alleged warranty, express or implied, except to the extent and in the manner set forth herein

17. Nothing contained herein will be taken to exclude restrict or modify or to purport to exclude restrict or modify the application of any provisions contained in Part V Division 2 of the Trade Practices Act 1974 or any other consumer protection legislation, the exercise of any of the rights conferred by any such provision or the liability of our company for breach of any warranty or condition implied by such provision. However, if our company breaches any such warranty or condition, its liability for breach will be limited (where permissible by the Trade Practices Act and any other relevant consumer protection legislation) to:
a. in the case of the supply of goods: the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired - whichever our company sees fit to provide; and
b. in the case of the provision of services: the supplying of the services again, or the payment of the cost of having the services supplied again - whichever our company sees fit to provide.
The following terms are defined as follows:

18. “Technology” includes:
a. Email Marketing;
b. Ecommerce;
c. Content Management;
d. Any other applications provided by us or our contractors to you under an application service provider (“ASP”) delivery model.

19. “Retained IP” means
a. Any intellectual property that, in isolation, is either previously existing, previously developed by us or our contractors, generic in nature, licensed to us or our contractors for reuse or freely available in the public domain, including reusable code, scripts, libraries, stock art, etc; and
b. Any deliverables, including draft designs, logos, works that are not accepted or paid for by Client.

COPYRIGHT POLICY

Sun, 18 May 2008 00:00:00 GMT

Information or Material Supplied by our Client

All information and elements supplied by the Client are copyright paid or free from copyright or other intellectual property restrictions. The Client warrants our company against any breach and against any claims for damages against our company for any breach.

Information or Material Supplied by our company

Any intellectual property created as a consequence of your orders will become your property upon full and final payment, such as logos, slogans, text, business and marketing plans, copywriting .

Despite above, we retain any and all rights in any Retained IP that is delivered in conjunction with your orders, including but not limited to the source code of the Technology. You are granted a non-exclusive non-transferable license to use the Retained IP for the duration of your orderly and the timely payment of invoices.

No part of this publication may be reproduced or transmitted in any form or by any means, mechanical or electronic, including photocopying and recording, or by any information storage and retrieval system, without permission in writing from the publisher.

USAGE POLICY

Sun, 18 May 2008 00:00:00 GMT

Acceptable Use Policy

Background

Our company Acceptable Use Policy (AUP) is designed to provide a clear understanding of the rules, regulations and restrictions regarding the use of our company services.
From time to time our company may impose reasonable rules and regulations regarding the use of its services. The AUPs are not exhaustive and our company reserves the right to modify the AUPs at any time, effective upon either the posting of the modified AUPs to any our company Websites or notification of the modified AUPs.

By registering for and using the services, and thereby accepting the terms and conditions of the Terms of Service Agreement or its equivalent, you agree to abide by the AUPs as modified from time to time. Any violation of the AUPs may result in the suspension or termination of your account or such other action as our company deems appropriate. An unlisted activity may also be a violation of the AUPs if it is illegal, irresponsible, or disruptive use of the Internet. No credits will be issued for any interruption in service resulting from policy violations.

Violation of any AUP is strictly prohibited and may result in the immediate termination or suspension of the services you receive from our company You shall remain solely liable and responsible for your use of the services and any and all content that you display, upload, download or transmit through the use of the services. "content" includes, without limitation, your e-mail, web pages, personal home pages, and domain names. It is our company policy to terminate repeat infringers. Our company reserves the right to refuse service to anyone at any time

Customer Security Responsibilities

The customer is solely responsible for any breaches of security affecting servers under customer control. If a customer's server is involved in an attack on another server or system, it will be shut down and an immediate investigation will be launched to determine the cause/source of the attack. In such event, the customer is responsible for the cost to rectify any damage done to the customer's server and any other requirement affected by the security breach. The labor used to rectify any such damage is categorized as emergency security breach recovery and is currently charged at $500 AUD per hour. Enquiries regarding security matters may be directed to our company . System And Network Security Violations of system or network security are prohibited, and may result in criminal and civil liability. Our company may investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:
Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network.

Unauthorized monitoring of data or traffic on any network or system without express authorization of the owner of the system or network.

Interference with service to any user, host or network including, without limitation, mailbombing, flooding, deliberate attempts to overload a system and broadcast attacks.
Forging of any TCP-IP packet header or any part of the header information in an e-mail or a newsgroup posting.

High-risk services, which are services which tend to attract denial of service attacks, are strictly prohibited. This includes, but is not limited to, IRC related services and selling of shell accounts.

Violators of the policy are responsible, without limitations, for the cost of labor to clean up and correct any damage done to the operation of the network and business operations supported by the network, and to respond to complaints incurred by our company. Such labor is categorized as emergency security breach recovery and is currently charged at $500 AUD per hour required. Enquiries regarding security matters may be directed to our company. Our company is concerned with the privacy of online communications and web sites. In general, the Internet is neither more nor less secure than other means of communication, including mail, facsimile, and voice telephone service, all of which can be intercepted and otherwise compromised. As a matter of prudence , however, our company urges its customers to assume that all of their online communications are insecure. our company cannot take responsibility for the security of information transmitted over our company facilities.

Password Protection

The customer is responsible for protecting customer's password and for any authorized or unauthorized use made of customer's password. The customer will not use or permit anyone to use our company service to guess passwords or to access other systems or networks without authorization. Our company will fully cooperate with law enforcement authorities in the detection and prosecution of illegal activity.

Contact Information

Customers are responsible for maintaining their contact information in the ticketing system such that the email address is always reachable even in the event of our company servers being shut down.

Internet Etiquette

The customer is expected to be familiar with and to practice good Internet etiquette (Netiquette). The customer will comply with the rules appropriate to any network to which our company may provide access. The customer should not post, transmit, or permit Internet access to information the customer desires to keep confidential. The customer is not permitted to post any material that is illegal, libelous, tortuous, indecently depicts children or is likely to result in retaliation against our company by offended users. Our company reserves the right to refuse or terminate service at any time for violation of this section. This includes advertising services or sites via IRC or USENET in clear violation of the policies of the IRC channel or USENET group.

Our company network may only be used for lawful purposes. Transmission, distribution, or storage of any information, data or material in violation of Australian or United States law, is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, or other intellectual property rights. Making unauthorized copies of software is a violation of the law, no matter how many copies you are making. If you copy, distribute or install the software in ways that the license does not allow, you are violating federal copyright law. If caught with pirated software, you or your company may be liable under both civil and criminal law, and you may be fined up to $500,000 and/or receive up to 5 years in prison. In compliance with the Digital Millenium Copyright Act (the "DMCA"), please send DMCA notifications of claimed copyright infringements to our company. Our company will cooperate fully with any civil and/or criminal litigation arising from the violation of this policy.

Network Responsibility Customers have a responsibility to use our company network responsibly. This includes respecting the other customers of our company. We reserves the right to suspend and or cancel service with any Customer who uses the our company network in such a way that adversely affects other our company customers. This includes but is not limited to:

Attacking or attempting to gain unauthorized access to servers and services that belong to our company or its customers (i.e. computer hacking), and/or Participating in behavior which result in reprisals that adversely effect the our company network or other customers' access to our company network.

Our company will react strongly to any use or attempted use of an Internet account or computer without the owner's authorization. Such attempts include, but are not limited to, "Internet Scanning" (tricking other people into releasing their passwords), password robbery, security hole scanning, port scanning, etc. Any unauthorized use of accounts or computers by a X2 Digital customer, whether or not the attacked account or computer belongs to X2 Digital, will result in severe action taken against the attacker. Possible actions include warnings, account suspension or cancellation, and civil or criminal legal action, depending on the seriousness of the attack. Any attempt to undermine or cause harm to a server, or customer, of our company is strictly prohibited.

Lawful Purpose

All services may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any applicable law, regulation, or AUP is prohibited. This includes, but is not limited to:
• copyrighted material or
• material protected by trade secret and other statute or
• dissemination of harmful or fradulent content.

Using any of our company service or product for the purpose of participating in any activity dealing with subject matters that are prohibited under applicable law is prohibited.
Any conduct that constitutes harassment, fraud, stalking, abuse, or a violation of federal export restriction in connection with use of our company services or products is prohibited. Using our company network to solicit the performance of any illegal activity is also prohibited, even if the activity itself is not performed. In addition, knowingly receiving or downloading a file that cannot be legally distributed, even without the act of distribution, is prohibited.

Servers hosted within our company network are open to the public. You are solely responsible for your usage of the our company network and servers and any statement you make on servers hosted within our company network may be deemed "publication" of the information entered. Acknowledging the foregoing, you specifically agree not to use our service in any manner that is illegal or libelous.

Child Pornography on the Internet

Our policy on child pornography is zero tolerance. Our company will cooperate fully with any criminal investigation into a Customer's violation of the Child Protection Act of 1984 concerning child pornography. Customers are ultimately responsible for the actions of their clients over the X2 Digital network, and will be liable for illegal material posted by their clients.

According to the Child Protection Act, child pornography includes photographs, films, video or any other type of visual presentation that shows a person who is or is depicted as being under the age of eighteen years and is engaged in or is depicted as engaged in explicit sexual activity, or the dominant characteristic of which is the depiction, for a sexual purpose, of a sexual organ or the anal region of a person under the age of eighteen years or any written material or visual representation that advocates or counsels sexual activity with a person under the age of eighteen years.

Adult Content on the Internet

Our company will provide notification and will inform any customers in writing of improper materials on our servers. However, our company reserves the right to disconnect any customers immediately.

Commercial Advertisements with E-mail

Our company takes a zero tolerance approach to the sending of Unsolicited Commercial E-mail (UCE) or SPAM over our network. Very simply, this This means that customers of our company may not use or permit others to use our network to transact in UCE. Customers of our company may not host, or permit hosting of, sites or information that is advertised by UCE from other networks. Violations of this policy carry severe penalties, including termination of service.

Sending a message, especially an advertisement, to more than five recipients, is by itself spamming unless the individuals have specifically requested to be added to a mailing list on that topic. This includes both commercial advertisements and informational messages sent to recipients via electronic mail (email) as well as off-topic messages posted in Usenet discussion groups where the recipient has not requested or invited the message. Mailing lists must be true opt-in mailing lists. Before sending any email to a listed user, a confirmation email, with a tracking number, must be sent to the new subscriber, to which they must respond with a confirmation that they wish to be added to the list. You must keep these confirmations on file, so that in the case that a spam complaint is made against you, you have proof that the user did indeed opt-in. In addition, you must provide at least one easy way to opt out; see the MAPS guidelines (http://mail-abuse.org/rbl/manage.html) for details. Opt-out requests must be honored immediately.

E-mail is a person-to-person medium, not a broadcast medium.

Customers of our company are strictly prohibited from using or permitting others to use UCE or SPAM over our network. As our Customers are ultimately responsible for the actions of their clients over the our company network, it is advisable that Customers develop a similar, or stricter, policy for their clients.

Violation of our company SPAM policy will result in severe penalties. Upon notification of an alleged violation of our SPAM policy, our company will initiate an immediate investigation (within 48 hours of notification). During the investigation, our company may restrict customer access to the network to prevent further violations. If a customer is found to be in violation of our SPAM policy, our company may, at its sole discretion, restrict, suspend or terminate customer's account. Further, our company reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. Our company will notify law enforcement officials if the violation is believed to be a criminal offense.

Violation of our company SPAM policy may be reported to our company.

IP Address Overlap

Our company administers the network on which customer servers reside. The customer cannot use IP addresses which were not assigned to them by our company staff. Any server found using IPs which were not officially assigned will be suspended from network access until such time as the IP addresses overlap can be corrected.

IRC

Our company does not allow the use of IRC servers on our company network. This includes, but is not limited to, the use of IRC server software, bots or anything related to IRC. Violators' servers will be suspended.

Billing

The customer understands that the customer is responsible for paying for any network resources that are used to connect the customer's service to the Internet. The customer may request that the customer's service be disconnected from the Internet, but the customer will still be responsible for paying for any network resources used up to the point of suspension or cancellation. Failure to pay within the terms of any invoice may result in the customers account being referred to a debt collection service at the customers cost.

Suspension

Our company reserves the right to suspend network access to any customer if, in the judgment of the our company network administrators, the customer's server is the source or target of the violation of any of the other terms of the AUPs or for any other reason which our company chooses. If inappropriate activity is detected, all accounts of the Customer in question will be deactivated until an investigation is complete. Prior notification to the Customer is not assured. In extreme cases, law enforcement will be contacting regarding the activity. The customer will not be credited for the time the customer's machines were suspended. The Customer will be credited on a prorated basis based on the monthly fees the Customer pays for the servers that are suspended for the time the Customer's machines were suspended.

Cancellation

Our company reserves the right to cancel service at any time. If inappropriate activity is detected, all accounts of the customer in question will be deactivated until an investigation is complete. Prior notification to the Customer is not assured. In extreme cases, law enforcement will be contacting regarding the activity. All fees paid in advance of cancellation are non-refundable if our company institutes its right of cancellation. Any violation of policies which results in extra costs will be billed to the customer (i.e. transfer, space etc.).

Indemnification

Our company wishes to emphasize that in signing the Master Services Agreement or its equivalent, customer indemnifies our company for any violation of the Master Services Agreement or its equivalent, law or AUP that results in loss to our company or the bringing of any claim against our company by any third-party. This means that if our company is sued because of a customer's or a customer of a customer's activity, the customer will pay any damages awarded against our company, plus costs and reasonable attorney's fees.

Open Relay Mail Servers

We define an .Open Relay. mail server as an SMTP mail server that allows third-parties to send emails to other third-parties. Third-partied are those people/services that are not authorised to use an end-customers mail server.
One use of an Open Relay server is that they are used to send spam/viruses to many people (perhaps hundreds of thousands). Open Relay servers cause significant stress on the .providers. network and are not allowed under any circumstances.
Business customers who choose to operate their own mail servers are responsible for the orderly administration of those servers. They must be configured not to be able to be used for .open relaying.. If you need assistance, please contact the .provider..
Any customer, who operates an Open Relay mail server, whether purposefully or accidentally, will be liable for costs incurred by the provider in dealing with the situation.

Disclaimer of Responsibility

Our company is under no duty to look at each customer's or user's activities to determine if a violation of the AUPs has occurred, nor do we assume any responsibility through our AUPs to monitor or police Internet-related activities. X2 Digitals disclaims any responsibility for any such inappropriate use and any liability to any person or party for any other person's or party's violation of this policy.

All Sub-Networks, resellers and managed servers of our company must adhere to the above policies. Failure to follow any term or condition will be grounds for immediate Cancellation.
Indirect or attempted violations of the AUPs and actual or attempted violations by a third party on your behalf, shall be considered violations of these AUPs by you.

HOSTING AGREEMENT

Sun, 18 May 2008 00:00:00 GMT

HOSTING AGREEMENT

These Terms of Service (this " Agreement ") and our company Acceptable Useage Policy (" AUP ") govern your purchase and use of all services , as described in the order form(s) submitted by you and accepted by our company. You must register and accept the terms of this agreement and the AUP in order to use the services (collectively, the " Services "). Our company may modify any of the terms and conditions contained in this agreement and the AUP, at any time in its sole discretion. Any modifications are effective upon posting of the revisions on the X2 Digital web site (the " Site "). Your continued use of the services following our company posting of any modifications constitutes your acceptance of the modifications. If you do not agree to the terms of any modification, do not continue to use the services and immediately notify our company of your termination of this agreement in the manner described in these terms of service.

Term and Payment for Services

Term
This Agreement will be for a " Term " of 1 month from the date the Services are first provided by our company. This Agreement will be automatically renewed (the " Renewal Term ") at the end of the Initial Term or any Renewal Term for a period of thirty (30) days unless you provide our company with written notice of termination at least 30 days before the end of the Initial Term or Renewal Term, whichever is then applicable. To provide your notice of termination, you must make a formal request.

Termination
This Agreement may be terminated: (i) by you or our company during any Renewal Term, without cause, by giving the other party 30 days prior written notice; (ii) by our company in the event of nonpayment by you; and (iii) by our company, at any time, without notice, if, in our company sole judgment, you are in violation of any terms or conditions of the AUP. If you terminate this Agreement, or if our company terminates this Agreement for your breach, before the end of the Initial Term or the Renewal Term, whichever is then applicable, you will be required to pay immediately all fees and costs accrued before the termination date, all monthly recurring fees for each month remaining in the term and any other amounts you owe to our company under this Agreement.

Charges
You will pay all charges for your use of the Services at the then current our company prices. You are responsible for paying all taxes assessed with respect to the Services, other than taxes based on our company net income.

Payment
You will pay all charges for the first month of service in advance on the first day of the Initial Term. You will pay all subsequent charges for Services in advance on the anniversary day of each month according to the then current price for the Services." You must pay for the Services by credit card. You authorise our company to charge your credit or debit card to pay for any charges that may apply to your account. You must notify our company of any changes to your card account (including, applicable account number or cancellation or expiration of the account), your billing address, or any information that may prohibit our company from charging your account. Your failure to fully pay any fees and taxes within 72 hours from the applicable due date is a material breach of this Agreement, justifying our company to suspend its performance and terminate this Agreement.
If our company terminates for your material breach, you will be required to pay immediately all fees and costs accrued before the termination date, all monthly recurring fees for each month remaining in the term and any other amounts you owe to X2 Digital under this Agreement plus a delinquency fee of $200 ex GST to cover account delinquency processing costs. You are responsible for any costs our company incurs in enforcing collection, including reasonable legal fees, court costs and collection agency fees. To reinstate Services, you must pay for 3 months of Service in advance on the first day such Services are reinstated and any fees associated with reinstating Services.
If on your bill date, your credit card is declined, your account may be interrupted temporarily, a $5.00 failed payment fee will be charged and an email will be sent to the address on file to notify you of this problem. After 7 days services interrupted for nonpayment will be subject to a $15.00 reconnect charge.

Refund and Disputes
All payments to our company are non refundable. This includes any applicable setup fees and subsequent charges regardless of usage. All overcharges or billing disputes must be reported within 60 days of the time the dispute occurred. If you dispute a charge to your credit card issuer that, in our company sole discretion is a valid charge under the provisions of this Agreement and/or AUP, you agree to pay X2 Digital an "Investigation Fee" equal to $50.00 per hour.

Use of Services

Acceptable Use Policies
The AUP governs the general policies and procedures for use of the Services. The AUP is posted on the site at (or such other location as our company may specify) and may be updated from time to time. By using the services, you agree to be bound by the terms of the AUP and any modifications to the terms. our company may terminate your account without notice for any violation of the AUP or this agreement.

Domain Names
Upon registering your domain name, you are bound by the terms of the registration service's then current domain name policy and the policies of the national DNS registration authorities. our company will not refund any fees you paid with respect to the registration of a domain name you are unable to use. All new web hosting accounts involving new domains will be set up and automatically entered into our DNS servers. Due to unforeseen complications, however, this process may sometimes require up to 7 business days. If the new domain is registered by you, there will be no handling fee. If the domain is registered by our company on your behalf a handling fee will be incurred. New web hosting accounts which involve the transfer of a domain from another provider to our company will require a minimum of seven (7) days to be set up and entered into our DNS servers. In some cases, such transfers may take up to sixty (60) days. Due to the unpredictable nature of the transfer process, no guarantees are made regarding the amount of time a specific transfer may take. If the transfer of the domain is done by our company on your behalf, a handling fee will be incurred. If you cancel service during the transfer period for any reason, all charges are considered earned.

Security
You are solely responsible for any security breaches affecting servers or accounts under your control. If your server is responsible for or involved in an attack on or unauthorized access into another server or system, our company will shut it down immediately. You will pay any charges resulting from the cost to correct security breaches affecting our company or any of its other customers.

Archiving of Data:
We will archive data onto backup mechanisms on a regular basis for the purposes of disaster recovery. In the event of equipment failure or data corruption, we will restore from the last known good archive. In the event of corruption of all of our archives, or in the event that an old archive is used to restore data, you should be prepared to upload your data to your web site. You must maintain a recent copy of your data at your premises at all times. We will not be liable for incomplete, out-of-date, corrupt or otherwise deficient client data recovered from our backups.

Viruses:
You are responsible for conducting such tests and computer virus scanning as may be necessary to ensure that data uploaded by you onto or downloaded by you from the Server does not contain any computer virus and will not in any way, corrupt the data or systems of any person.
Intellectual Property Rights
Your Warranties and Representations to our company. You warrant, represent, and covenant to our company that: (a) you are at least 18 years of age if an individual, (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines, including the AUP; and (d) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

IP Addresses
our company will maintain and control ownership of all Internet protocol (" IP ") numbers and addresses that our company may assign to you. our company may, in its sole discretion, change or remove any and all IP numbers and addresses.
our company may provide you access to other third party software and/or services ("Third Party Products ") through reseller relationships our company has established with certain commercial vendors, including without limitation, Microsoft Corporation ("Third Party Vendors"). Unless otherwise notified, Customer understands that product support for Third Party Products is provided by our company and not by the Third Party Vendor. Neither our company nor any Third Party Vendor makes any representations or warranties, express or implied, regarding any Third Party Products. Customer expressly acknowledges and agrees that use of third party products is at customer's sole risk and such third party products are provided "as is" and without representation or warranty of any kind from our company or any third party vendor, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses or results, correspondence to description, or non-infringement of third party rights. To the maximum extent permitted by applicable law, neither our company nor any third party vendor will be legally responsible for any damages, whether direct, indirect, or consequential, arising from the use or inability to use any third party product. Customer agrees to observe the terms of any license and/or applicable end user subscriber agreement for third party products and that customer shall be fully liable to third party vendors and our company with respect to any improper use of such third party products or violation of license agreements with them and/or applicable end user subscriber agreements.
You shall not (i) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any Third Party Product or that appear during use of any Third Party Product; or (ii) reverse engineer, decompile, or disassemble any Third Party Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

Enforcement Actions
Our company reserves the right to suspend or terminate the Service immediately or take any other corrective action it deems appropriate in its sole discretion if in the sole judgment of our company your server is the source or target of any violation of the AUP or for any other reason which our company chooses. If inappropriate activity is detected, all of your accounts in question will be deactivated until an investigation is complete. Prior notification to you is not assured. In some cases, law enforcement will be contacted regarding the activity. These rights of action, however, do not obligate our company to monitor or exert editorial control over the information made available for distribution via the Services. If our company takes corrective action because of a possible violation, our company will not refund to you any fees you paid in advance of the corrective action.

Disclosure Rights
The AUP specifically prohibits the use of our service for illegal activities. Therefore, you agree that our company may disclose any and all of your information including assigned IP numbers, account history, account use, etc. To any law enforcement agent who makes a written request without further consent or notification to you. In addition, our company shall have the right to terminate all service set forth in this Agreement.
Disclaimed Warranties. our company exercises no control over, and accepts no responsibility for, the content of the information passing through our company host computers, network hubs and points of presence, or the Internet. Use of the services or any information that may be obtained therefrom is at your own risk. All services performed under this agreement are performed "as is" and without warranty against failure of performance including, any failure because of computer hardware or communication systems. our company does not make and disclaims, and you waive all reliance on, any representations or warranties, arising by law or otherwise, regarding the services, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, or arising from course of dealing, course of performance or usage in trade. our company does not warrant that the services will be uninterrupted, error-free, or completely secure.

Limitation and Exclusion of Liability

Limitations
In no event will our company or its suppliers have any liability for unauthorized access to, or alteration, theft or destruction of information distributed or made available for distribution via the services through accident, fraudulent means or devices. Neither our company nor its suppliers will have liability with respect to our company obligations under this agreement, or otherwise for consequential, exemplary, special, incidental, or punitive damages even if X2 Digital has been advised of the possibility of these damages. The liability of our company and its suppliers to you for any reason and upon any cause of action is limited to the amount you actually paid to our company under this agreement during the 3 months immediately preceding the date on which the claim accrued. This limitation applies to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The fees for the services set by our company under this agreement have been and will continue to be based upon this allocation of risk. Accordingly, you release our company and its suppliers from any and all obligations, liabilities, and claims in excess of the limitation stated in this section.

Interruption of Service
Our company and its suppliers are not liable for any temporary delay, outages or interruptions of the Services. Further, our company is not liable for any delay or failure to perform its obligations under this Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including, any mechanical, electronic, communications or third-party supplier failure).

Indemnification
In agreeing to our company AUP and this Agreement, you agree to indemnify, defend and hold harmless our company, its employees, directors, partners, representatives and affiliates, for any violation by you or your customers of the AUP or this Agreement that results either in loss to our company or the bringing of any claim against our company by any third-party. For example, if our company is sued because of your or your customer's activity related to the Services, you will pay any damages awarded against our company, its employees, directors, partners, representatives and affiliates, plus all costs and attorney's fees.

MISCELLANEOUS PROVISIONS
Our company and you agree that, except as otherwise expressly provided in this Agreement, the Order Form(s) or the terms and conditions of use of any third party software products, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or your customers. THIS AGREEMENT IS MADE UNDER AND WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW SOUTH WALES - AUSTRALIA. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. You may not sell, assign or transfer its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of our company, and any attempted assignment or delegation without such consent will be void. Our company may assign this Agreement in whole or part. Our company also may delegate the performance of certain Services to third parties. All notices, demands, requests or other communications required or permitted under this Agreement shall be deemed given when delivered personally, sent by facsimile upon confirmation, sent and received by return receipt email, or upon receipt of delivery of overnight mail. You and our company are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between you and our company This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter.

Survival
All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations will survive the termination or expiration of the Agreement

Term and Payment for Services

Term
This Agreement will be for a " Term " of 1 month from the date the Services are first provided by our company. This Agreement will be automatically renewed (the " Renewal Term ") at the end of the Initial Term or any Renewal Term for a period of thirty (30) days unless you provide our company with written notice of termination at least 30 days before the end of the Initial Term or Renewal Term, whichever is then applicable. To provide your notice of termination, you must submit a request by email to us.

If our company terminates for your material breach, you will be required to pay immediately all fees and costs accrued before the termination date, all monthly recurring fees for each month remaining in the term and any other amounts you owe to our company under this Agreement plus a delinquency fee of $200 ex GST to cover account delinquency processing costs. You are responsible for any costs our company incurs in enforcing collection, including reasonable legal fees, court costs and collection agency fees. To reinstate Services, you must pay for 3 months of Service in advance on the first day such Services are reinstated and any fees associated with reinstating Services.

If on your bill date, your credit card is declined, your account may be interrupted temporarily, a $5.00 failed payment fee will be charged and an email will be sent to the address on file to notify you of this problem. After 7 days services interrupted for nonpayment will be subject to a $15.00 reconnect charge.
Refund and Disputes
All payments to our company are non refundable. This includes any applicable setup fees and subsequent charges regardless of usage. All overcharges or billing disputes must be reported within 60 days of the time the dispute occurred. If you dispute a charge to your credit card issuer that, in our company sole discretion is a valid charge under the provisions of this Agreement and/or AUP, you agree to pay our company an "Investigation Fee" equal to $150.00 per hour.