Quotit iPro, ePro, OCS, XO, WebExpress, Hosting and Other Quotit Services - Version 3a

WHEREAS, Quotit Corporation ("Quotit") is an application service provider connected to the Internet. Quotit offers storage and transfer services over the Internet through access to its Web Server; WHEREAS, Client seeks to utilize Quotit's server for its own purposes; WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, Quotit can make no guarantee that any given reader shall be able to access Quotit's server at any given time. Quotit represents that it shall make every good faith effort to ensure that its server is available as widely as possible and with as little service interruption as possible; NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows;

1. Financial Arrangements:

a. Client agrees to a billing period established at time of purchase (Monthly, Quarterly, Semi-Annual or Annual) beginning upon Quotit's delivery date of an order.
b. Initial selected billing period payment and setup charges, if any, shall be due upon Client's receipt of contract.
c. This agreement will automatically renew for successive months (period based on initial billing period selected at time of purchase) unless canceled in writing by Client no less than thirty (30) days prior to the billing period renewal date.
d. Client will receive an invoice for charges, and payment for all such charges is due upon receipt. Renewal prices are subject to change. Renewal of services by Client indicates Client's agreement to any and all Contract revisions.
e. Failure to pay for services: any account with fees outstanding for forty-five (45) days or more from the date of invoice will be suspended without notice. Accounts will be reactivated upon payment of any outstanding charges plus any and all applicable re-activation fees.

2. Material and Products:

a. Client will provide Quotit with material and data in a condition that is "server-ready," which is in a form requiring no additional manipulation on the part of Quotit. Client acknowledges and agrees that Quotit shall make no effort to validate this information in any manner whatsoever, including but not limited to content, accuracy, correctness, or usability. In the event that this material is not "Server-ready," Quotit may, at its sole option and at any time, reject Client's material, including but not limited to after it has been put on Quotit's Server. Quotit agrees to notify Client immediately of its refusal of the material and afford Client the opportunity to amend or modify the material to satisfy the needs and/or requirements of Quotit. If the Client fails to modify the material, as directed by Quotit, within a reasonable period of time, which shall be mutually determined between the parties themselves, the Agreement shall be deemed to be terminated.

b. Use of Quotit's service requires a certain level of knowledge and skill in the use of Internet languages, protocols, and software. This level of knowledge and skill varies depending on the anticipated use and desired content of Client's data storage space by the Client. The Client agrees that he/she/it has the necessary knowledge to create Client's data storage space. Client agrees that it is not the responsibility of Quotit to provide this knowledge or Customer Support outside of the defined service of Quotit.

c. Quotit will exercise no control whatsoever over the content of the information passing through the network. Quotit makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. Quotit also disclaims any warranty of merchantability or fitness for particular purpose and will not be responsible for any damages, as further delineated in Section 10, hereto.

2-1. WebExpress Websites

Customer is granted a conditional use and limited, non-assignable, non-transferrable license to utilize WebExpress Websites offered by Quotit. No portion of any html, source code, layout style, graphics, written content or information from any licensed WebExpress Website may be altered, duplicated, uploaded, reverse-engineered, decompiled, disassembled, downloaded, marketed, or redistributed for resale in any manner for any purpose without prior written authorization of the Quotit. Quotit WebExpress Websites are protected by United States copyright law and any violation of this agreement may result in severe civil and criminal penalties. Quotit will also assert any and all legal remedies to the maximum extent possible under the law in order to protect its interests and the parties agree that Quotit shall be entitled to its reasonably attorney’s fees and costs in obtaining such relief.

2-2. FTP Access to Hosted Websites

(a.) FTP access will be granted at the discretion of Quotit and will require use of a username and password provided to Client by Quotit. Access may be revoked at any time for any reason, at Quotit's sole and absolute discretion. (b). Access is provided for the sole purpose of developing\changing web pages and content held within the customer directory. Client assumes all liability for the files and content within the directory. Acceptable files types and storage space is limited and a current list is available upon request. (c.) Quotit's sole responsibility is to provide FTP access. Quotit personnel are not responsible for training the customer on how to use FTP protocol or FTP software. (d.) Quotit is not responsible for ensuring the proper functioning of any website files post by the customer. Any work or consultation required to repair non-functioning files will be performed by Quotit at the rate of $85 per hour, with a one hour billing minimum for each occurrence. (e.) Should at any time Quotit determine, at its sole discretion, that any operating code is interfering with normal operation of the Quotit's web systems, Quotit reserves the right to disable Client's site without notice.

3. Privacy: Quotit considers the Client's Data and the content of all Client databases to be private. Except as provided in Sections 4 and 5 below, the Quotit will not intentionally monitor or disclose any data entered or Client's Data unless required by law. Additionally, Client agrees to respect the privacy and confidentiality of others. Since Client's privacy is a function of its password, Quotit encourages Client to change its passwords frequently and to not share its password(s) with any third party.

4. Client Conduct: Client agrees that it is solely responsible for the content of its account, and Client further acknowledges that the Quotit solely acts as a passive conduit for the storage of data. Client represents and warrants that the content provided to the Quotit or placed upon Quotit's servers or data platforms: (a) does not infringe on any third party's intellectual property or proprietary rights, or rights of publicity or privacy; (b) does not violate any law, statute, ordinance or regulation; (c) is not defamatory, trade libelous, threatening, abusive, pornographic or obscene; (d) does not contain viruses or other similar harmful or deleterious programming routines; and (e) does not contain links to any such sites referenced above. If you violate any aspect of this provision you may be penalized up to and including loss of the Service(s) and any other remedies available to the Quotit by law. Additionally, Client's breach of these warranties and representations are subject to its indemnity obligations, as delineated in Section 12, hereto.

5. Registration Data: In consideration of use of the Service(s), you agree to provide the Quotit current, complete, and accurate registration information (the "Registration Data") as prompted by the Service(s), and to maintain and update the Registration Data as required to keep it current, complete and accurate. Client understands the Service(s) is/are supported by advertising, and Client expressly grants the Quotit the right to disclose the aggregate Registration Data to third parties in connection with marketing the Service(s). In cases where Client chooses to receive services from third parties associated with the Quotit, Client grants Quotit the right to disclose Client's individual Registration Data to those third parties necessary to fulfill such service offers. Client also understands that third-party service of Quotit have individual policies towards the privacy of customer information, which may differ from those stated herein or by Quotit. Furthermore, the Quotit may itself use Client's Registration Data to provide targeting of advertisements and other service offers.

6. Hardware, Equipment & Software:
The customer is responsible for and must provide all telephone, computer, hardware and software equipment and services necessary to access Quotit's Service(s). Quotit makes no representations, warranties or assurances that the Customer's equipment will be compatible with Quotit's Service(s). It is the Client's sole responsibility to ensure that its hardware and/or software systems are compatible Quotit's Service(s).

7. Age: If the Client is an individual and not a formally established business entity, Client hereby certifies that he or she is at least 18 years of age.

8. Acceptable Use: Customer agrees to operate the account in accord with Quotit's Acceptable Use Policy, full text of which is found at

9. Termination: This Agreement may be terminated by either party, without cause, by giving the other party thirty (30) days advanced written notice. Notwithstanding the above, Quotit may terminate service under this Agreement at any time, without penalty or damages, if the Client fails to comply with any of the terms of this Agreement.

9-1. 12-Month Service Agreement (When Applicable)

10. Limited Liability:

a. Client expressly agrees that use of Quotit's Server is at Client's sole risk. Neither Quotit, its employees, affiliates, agents, third party information providers, merchants, licensers, or the like, warrant that Quotit's Server service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the Server Service(s) or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Quotit Server Service(s), unless otherwise expressly stated in this Agreement.

b. Under no circumstances, including negligence, shall Quotit, its officers, agents, employees, contractors, or anyone else involved in creating, producing or distributing Quotit's Server Service(s) be liable for any damages whatsoever, whether special, consequential, direct, indirect, incidental, punitive, or otherwise, that may be suffered by the Client, even if Quotit has been advised, knew or should have known of the possibility of such damages including but not limited to: (i) loss of data resulting from delays, non-deliveries, human error, technical malfunctions, failures, omission, interruption, deletion, or defect of any telephone network, computer online systems, computer equipment, server providers, or software; (ii) any injury or damage to Client’s or any other person’s computer relating to or resulting from use of the Service(s); (iii) inability to access storage Service(s); (iv) theft, tampering, destruction, or unauthorized access to, or alteration of content; (v) any incorrect or inaccurate information disseminated or provided; or, (vi) service interruptions by any cause or errors or omissions of the Client.
Use of any information obtained by way of Quotit is at the Client's own risk, and Quotit specifically denies any responsibility for the accuracy or quality of information obtained through its Service(s). Connection speed represents the speed of a connection to and do not represent guarantees of available end to end bandwidth. Quotit expressly limits its damages to the Client for any non-accessibility time or other down time to the prorated monthly charge during the system unavailability. Quotit specifically denies any responsibilities for any damages arising as a consequence of such unavailability.
Client hereby acknowledges that this Section shall apply to all content on Quotit's Server Service(s).

c. Notwithstanding the above, Client's exclusive remedies for all damages, losses and causes of actions whether in contract or tort, including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement.

11. Lawful Purpose: Client may only use Quotit's Server for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links, references, or any other connection to such materials.

12. Indemnification: Client agrees that it shall defend, indemnify, save and hold Quotit harmless from any and all demands, lawsuits, charges, liabilities, losses, costs and claims, including reasonable attorneys' fees, ("Liabilities") asserted against Quotit, its agents, its customers, servants officers, directors, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employees or assigns. Client agrees to defend, indemnify and hold harmless Quotit against any and all Liabilities, including but not limited to those arising out of: (i) any actual or alleged breach of this Agreement, (including any attachments thereto) or any related or subsequent agreements, by Client, its affiliates and subsidiaries, their respective employees, or anyone authorized to act on Client’s behalf; (ii) any negligence or willful misconduct of Client, its affiliates and subsidiaries, their respective employees, and agents, or anyone authorized to act on their behalf (iii) any injury to person or property caused by any products sold or otherwise distributed in connection with Quotit 's Server; (iv) any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party; (v) copyright infringement; (vi) any claim or allegation that Client's services or products violate any law, ordinance, rule, statute, or regulation of any jurisdiction; (vii) any claims from Client’s employees, agents, independent contractors, sub-contractors, and/or suppliers with respect to any lien for nonpayment of services or materials; and (iv) any defective product which Client sold while using a Quotit Server.

13. Contract Revisions: Revisions to this Contract will be applicable to previous Contracts. Revisions will be considered agreed to by the Client on renewal of Quotit's Service(s) as specified in Section 1, hereto.

This Agreement constitutes the entire understanding of the parties. This Agreement shall be governed and construed in accordance with the laws of the State of California.