1.1 The InfoGears Web service (the "Service"), owned and operated by InfoGears, Inc. ("Infogears"), is provided to you ("you" or "User") under the terms and conditions of this InfoGears Web Service Agreement and any amendments thereto and any operating rules or policies (collectively, the "WSA" or "Agreement"). InfoGears reserves the right, in its sole discretion, to modify all or part of the WSA at any time. Any modifications to the WSA shall be posted to this web page and shall be effective immediately upon posting. User shall be obligated to check this web page periodically for modifications to the WSA.

1.2 By accepting the terms and conditions of the WSA, User: (a) represents and warrants that he or she is eighteen (18) years old or older; (b) agrees to provide accurate, current and complete information about User as prompted by the Account Registration Form; and (c) agrees to maintain and update that information to keep it accurate, current and complete. If any information provided by User is untrue, inaccurate, not current or incomplete, InfoGears has the right to terminate User's account immediately and refuse any and all current or future use of the Service.

1.3 BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THE WSA. If these terms and conditions or any future revisions to the WSA are unacceptable to you, you may cancel your account pursuant to Section 7.1 regarding termination of service.

1.4 You agree that no joint venture, partnership, employment or agency relationship exists between you and Infogears as a result of this Agreement or use of the Service.

2.0 DESCRIPTION OF InfoGears' WEB SERVICE

2.1 InfoGears hosts sites on the World Wide Web ("Sites") and provides Users with access to certain InfoGears Software ("Software") to facilitate the creation and maintenance of Sites ("Online Site Services").

2.2 All Sites submitted to InfoGears must comply with the requirements set forth at http://www.InfoGears.com/ , and in addition must not contain any content, products, services or other information that: (a) in InfoGears' reasonable determination, may be illegal to sell under any applicable law, statute, ordinance or regulation; (b) may infringe or violate anyone's rights; or (c) InfoGears believes, in its sole discretion, is/are inflammatory, obscene, offensive, dangerous or otherwise unacceptable to InfoGears.

2.3 All Sites running on InfoGears Software must display the "powered by InfoGears" logo and link back to www.infogears.com.

2.4 These criteria are minimum requirements only, and InfoGears, in its sole discretion, may consider other criteria before accepting a Site. NOTHING IN THIS AGREEMENT OBLIGATES InfoGears TO LIST, LINK TO, ACCEPT OR OTHERWISE HOST YOUR SITE.

2.5 The services to be provided by Infogears hereunder shall be under the sole control, management and supervision of Infogears.

3.0 USER'S OBLIGATIONS

3.1 User acknowledges and agrees that it shall be responsible for all goods and services offered at User's Site, all materials used or displayed at the Site, and all acts or omissions that occur at the Site or in connection with User's account or password. Certain Sites may be subject to additional requirements, which shall be set forth in a separate document to be provided to User by Infogears.

3.1.1 User agrees to display in the Site User's contact information, including, but not limited to, User's company name, address, telephone number, fax number and e-mail address. User also agrees to update such information to keep it accurate, current and complete.

3.1.2 User agrees that any and all press releases and other public announcements related to this Agreement, the Service, or any Site governed by this Agreement, including the content, method and timing of such announcements, must be approved in advance by InfoGears in writing. InfoGears reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of User's obligation regarding public announcements shall be a material breach of the WSA.

3.1.3 User represents and warrants that it has full power and authority under all relevant laws and regulations: (a) to offer and sell the goods and services offered at the Site, including, but not limited to, holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered at the Site; and (b) to copy and display the materials used or displayed at the Site.

3.1.4 User represents and warrants that it will not engage in any activities: (a) that constitute or encourage a violation of any applicable law or regulation, including, but not limited to, the sale of illegal goods or the violation of export control or obscenity laws; (b) that defame, impersonate or invade the privacy of any third party or entity; (c) that infringe the rights of any third party, including, but not limited to, the intellectual property, business, contractual, or fiduciary rights of others; and (c) that are in any way connected with the transmission of "junk mail," "spam" or the unsolicited mass distribution of e-mail, or with any unethical marketing practices.

3.1.5 Results: Customer is responsible for determining whether the Services will achieve the results the Customer desires. The Customer shall select users qualified to operate the Services and familiar with the programs and data requirements for the Customer to achieve their desired results.

3.1.6 Users Environment: The Customer will provide proper environment and utilities for the computers that access the Services. The Customer is responsible for procuring, installing, operating, and maintaining the users environment. InfoGears reserves the right to charge additional service fees if an user seeks assistance with respect to the Customer's responsibility to provide a proper users environment.

3.1.7 Limit Exposure to Loss: Customer is responsible for adopting reasonable measures to limit the Customer's exposure with respect to potential losses and damages.

3.2 InfoGears reserves the right to refuse to host or continue to host any Site that: (a) fails to meet the criteria set forth in Sections 2.2 or 2.3 hereof ; (b) has substantially changed its Site from the time it was accepted by Infogears; (c) has received a significant number of complaints for failing to be reasonably accessible to customers or timely fulfill customer orders; (d) has become the subject of a government complaint or investigation; or (e) has violated or threatens to violate the letter or spirit of the WSA.

4.0 PROPRIETARY RIGHTS

4.1 Software License. InfoGears hereby grants User a non-exclusive, non-transferable license to use the Software in object code form only on a server controlled by InfoGears for the sole purpose of creating and maintaining Sites on such server. User is not being granted any right to copy the Software or to use it on computers other than a server controlled by InfoGears. User may not use Web pages or parts of Web pages generated by means of the Software, other than content that originates from and is proprietary to User, on any server other than the servers controlled by InfoGears without InfoGears's express written agreement. User also acknowledges and agrees that the Software is intended for access and use by means of web browsing software and that InfoGears does not commit to support any particular browsing platform. InfoGears reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, all without notice to User. If any revision or modification to the Software materially changes User's ability to conduct its business, User's sole remedy is to terminate the WSA pursuant to Section 7.1 regarding termination of service. All rights not expressly granted herein are reserved.

4.2 InfoGears' Intellectual Property. User acknowledges and agrees that content available from InfoGears or the Service, including, but not limited to, text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 4.1 above.

4.3 Unauthorized Access. User shall not attempt to gain unauthorized access to any servers controlled by InfoGears.

5.0 FEES

5.1 User shall pay InfoGears a fee as set forth in the InfoGears Statement of Work fee schedule. All such fees are payable in U.S. dollars to InfoGears. InfoGears may alter its fee schedule upon thirty (30) days' prior written notice to User.

5.2 Accounts not paid within thirty (30) days after the date of the invoice will be considered "past due." Once an account is determined to be "past due," Infogears will notify the User (using the email address on file for the User) that its account is "past-due" and immediate payment is required to receive continued service. If full payment of any past due amount is not received by Infogears within ten (10) business days after the date on which the email notification is sent to User, User's account is subject to immediate termination or suspension, in Infogears' sole discretion. IN THE EVENT OF TERMINATION OF A USER'S ACCOUNT, ALL DATA WILL BE DELETED AND CANNOT BE RETRIEVED. Section 7.4 specifies the type of data that will be lost upon termination.

5.3 Suspension or termination of an account does not relieve the User of responsibility for any amount(s) owned to InfoGears prior to the date of termination or suspension of User's account.

6.0 TERM

6.1 Term. The term of the WSA shall be ninety (90) days commencing on the date that User opens an account for the Site. The term shall automatically renew for successive monthly periods at renewal rates applicable at the time of renewal, unless notice of non-renewal is provided in accordance with Section 6.2 below; provided, however, that to qualify for each renewa,l User must be in substantial compliance with the terms and conditions of the WSA at the time of renewal. InfoGears shall have the right, but not the obligation, to review any Site for compliance with the WSA at any time.

6.2 Non-Renewal. Either party may give notice of non-renewal with or without cause and without stating any reason therefor. Any notice of non-renewal must be given at least thirty (30) days prior to the end of the term then in effect and in the manner described in Section 14 regarding notice.

7.0 TERMINATION

7.1 Termination. Either party may terminate the WSA after thirty (30) days' prior written notice if the other party has materially breached or is otherwise not in compliance with any provision of the WSA and if such breach or noncompliance is not cured within such thirty (30)-day period. InfoGears reserves the right to immediately suspend any customer access to the Site until such breach or noncompliance is cured. Termination of the Agreement based on User's failure to pay any amount(s) due hereunder is governed by Section 5.2 hereof. Termination of the WSA by User shall not relieve User of its obligation to pay Infogears any amount(s) owed to Infogears prior to the date of termination.

7.2 Termination for Illegal or Other Activity. Notwithstanding the foregoing, InfoGears may, but has no duty to, immediately terminate User and remove it from InfoGears' servers if InfoGears, in its sole discretion, concludes that User is engaged in illegal activities or the sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights of InfoGears or others. Any termination under this Section 7.2 shall take effect immediately, and User expressly agrees that it shall not have any opportunity to cure.

7.3 Waiver. User expressly waives any statutory or other legal protection in conflict with the provisions of this Section 7.

7.4 Deletion of Information. Upon termination of the WSA, InfoGears reserves the right to delete from its servers any and all information contained in User's account, including, but not limited to, order processing information, mailing lists, and any Web pages generated by the Software.

7.5 The provisions of Section 4 (Proprietary Rights), Section 10 (Indemnity), and Section 11 (Disclaimer of Warranties and Liabilities) of this Agreement shall survive any termination of the Agreement.

8.0 USER PRIVACY

8.1 User Information. InfoGears maintains information about User and the Site on InfoGears' servers, including, but not limited to, User's account registration information and clickstream data ("User Information").

8.1.1 User agrees that InfoGears may disclose User Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce the WSA; (d) to respond to claims that the User or the Site is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of InfoGears; provided, however, that nothing in this section shall impose a duty on InfoGears to make any such disclosures.

8.2 Password. User shall receive a password from InfoGears to provide access to and use of the Software and Online Site Services. User is entirely responsible for any and all activities that occur under User's account and password. User agrees to keep its password confidential, to allow no other person or company to use its account, and to notify InfoGears promptly if User has any reason to believe that the security of its account has been compromised.

8.3 Technical Access. User acknowledges and agrees that technical processing of User Information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. User also acknowledges and agrees that InfoGears may access User's account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.

9.0 MAINTENANCE AND SUPPORT

9.1 User can obtain assistance with any technical difficulty that may arise in connection with User's utilization of the Software or Online Site Services by requesting assistance by email to support@InfoGears.com. InfoGears reserves the right to establish limitations on the extent of such support, and the hours at which it is available. Such limitations shall be posted at www.infogears.com and may be amended from time to time, in InfoGears' sole discretion.

9.2 User is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Software and Online Site Service,s and User shall be responsible for all charges related thereto.

10.0 INDEMNITY

User agrees to indemnify and hold harmless InfoGears and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from and against any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of User's conduct, User's use of the Service, the goods or services offered at User's Site, any alleged violation of the WSA by User, or any alleged violation by User of any rights of a third party, including, but not limited to, User's use of any content, trademarks, service marks, trade names, copyrighted or patented material or other intellectual property used in connection with User's Site. InfoGears reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, but doing so shall not excuse User's indemnity obligations.

11.0 DISCLAIMER OF WARRANTIES AND LIABILITIES.

THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE ONLINE SITE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR-FREE SERVICE. THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS, AND USER MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS. USER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT USER'S OWN DISCRETION AND RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. INFOGEARS AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF INFOGEARS IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM USER'S USE OR INABILITY TO USE THE ONLINE SITE SERVICES OR THE SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE ONLINE SITE SERVICES OR THE SOFTWARE. INFOGEARS SHALL NOT BE LIABLE FOR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES. INFOGEARS' LIABILITY TO USER SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY USER TO INFOGEARS PURSUANT TO THIS AGREEMENT.

12.0 WAIVER

USER HEREBY WAIVES ALL CLAIMS AGAINST INFOGEARS, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, CAUSED BY LOST OR CORRUPT DATA, INCORRECT REPORTS OR INCORRECT DATA FILES RESULTING FROM A PROGRAMMING ERROR IN INFOGEARS' ONLINE SITE SERVICES PROGRAMS, AN OPERATOR ERROR, AN EQUIPMENT OR SOFTWARE MALFUNCTION, OR FROM THE USE OF THIRD-PARTY SOFTWARE.

13.0 NO SUBLICENSE OR ASSIGNMENT

User agrees not to sublicense, assign or otherwise transfer its rights or delegate its duties under the WSA without the express written authorization of InfoGears.

14.0 FORCE MAJEURE

Neither party shall be liable to the other for any delay or failure in performance under the WSA resulting directly or indirectly from acts of nature or causes beyond its reasonable control.

15.0 NOTICES

Any notices or communications under the WSA shall be by electronic mail or in writing and shall be deemed delivered upon receipt by the party to whom such communication is directed, at the addresses specified below. If to InfoGears, such notices shall be addressed to sales@InfoGears.com or 10561 Bridger Canyon Road, Bozeman, MT 59715, USA. If to User, such notices shall be addressed to the electronic or mailing address specified when User opens an account with InfoGears' Site. Either party may changes its notice address by giving the other party notice as provided above.

16.0 ENTIRE AGREEMENT

The WSA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, negotiations, representations, and all other communications, both verbal and written, between the parties concerning such subject matter. Notwithstanding the above, Infogears may, in its discretion, require any User to sign a separately negotiated written amendment to this WSA if the circumstances of a particular project warrant such an amendment. In that event, the terms and conditions of this WSA shall be incorporated by reference into the amendment, and the terms of the amendment shall be deemed to be incorporated by reference into this WSA.

17.0 DISPUTE RESOLUTION

All disputes arising pursuant to this Agreement shall be subject to Montana's Uniform Arbitration Act, Mont. Code Ann. § 27-5-111 et seq. Arbitration shall take place in Bozeman, Montana.

18.0 MISCELLANEOUS

The WSA and the relationship between User and InfoGears shall be governed by the laws of the state of Montana without regard to its conflict of law provisions. Subject to Section 16.0 above, User and InfoGears agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Gallatin County, Montana. InfoGears' failure to exercise or enforce any right or provision of the WSA shall not constitute a waiver of such right or provision or of any other right or provision of the WSA. If any provision of the WSA is found by a court of competent jurisdiction to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and all other provisions of the WSA shall remain in full force and effect. The headings contained in the WSA are for convenience only and have no legal or contractual effect.