AGREEMENT FOR DATA STORAGE, TRANSFER, HOSTING & WEBSITES
Quotit iPro, ePro, OCS, XO, WebExpress, Hosting and Other Quotit Services - Version 2c

WHEREAS, Quotit Corporation is an application service provider connected to the Internet. Quotit Corporation offers storage and transfer services over the Internet through access to its Web Server; WHEREAS, Client seeks to utilize Quotit Corporation's server for its own purposes; WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, Quotit Corporation can make no guarantee that any given reader shall be able to access Quotit Corporation's server at any given time. Quotit Corporation 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 Corporation's delivery date of an order. 
b. Initial selected billing period payment and setup charges, if any, shall be due upon 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 thirty days prior to the billing period renewal date. 
d. Client will receive an invoice for charges and payment is due upon receipt. Renewal prices are subject to change. Renewal of services by Client indicates agreement to Contract revisions.
e. Failure to pay for services: any account with outstanding fees 45 days or more will be suspended for non-payment without notice. Accounts will be reactivated upon payment of any outstanding charges plus applicable re-activation fees.

2. Material and Products:

a. Client will provide Quotit Corporation 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 Corporation. Quotit Corporation shall make no effort to validate this information for content, correctness or usability.

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

c. Quotit Corporation will exercise no control whatsoever over the content of the information passing through the network. Quotit Corporation makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. Quotit Corporation also disclaims any warranty of merchant ability or fitness for particular purpose and will not be responsible for any damages that may be suffered by the Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Client. Use of any information obtained by way of Quotit Corporation is at the Client's own risk, and Quotit Corporation specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of a connection to and do not represent guarantees of available end to end bandwidth. Quotit Corporation expressly limits its damages to the Client for any non-accessibility time or other down time to the prorate monthly charge during the system unavailability. Quotit Corporation specifically denies any responsibilities for any damages arising as a consequence of such unavailability. In the event that this material is not "Server-ready", Quotit Corporation may, at its option and at any time, reject this material, including but not limited to after it has been put on Quotit Corporation's Server. Quotit Corporation 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 Corporation. If the Client fails to modify the material, as directed by Quotit Corporation, within a reasonable period of time, which shall be determined between the parties themselves, the Agreement shall be deemed to be terminated.

2-1. WebExpress Websites

Customer is granted a conditional use and license to utilize WebExpress Websites offered by Quotit Corporation. No portion of any html, source code, layout style, graphics, written content or information from any licensed WebExpress Website may be altered, duplicated, uploaded, downloaded or redistributed for resale in any manner for any purpose without prior written authorization of the Quotit Corporation. 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.

2-2. FTP Access to Hosted Websites

(a.) FTP access will be granted at the discretion of Quotit Corporation and will require use of a username and password provided by Quotit. Access may be revoked at any time for any reason, at Quotit Corporation's sole 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 Corporation's sole responsibility is to provide FTP access. Quotit Corporation personnel are not responsible for training the customer on how to use FTP protocol or FTP software. (d.) Quotit Corporation 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 Corporation at the rate of $85 per hour, with a one hour billing minimum for each occurrence. (e.) Should at any time Quotit Corporation determine that any operating code is interfering with normal operation of the Quotit Corporation's web systems; Quotit reserves the right to disable customer site without notice. 3. Privacy: Quotit Corporation considers the Clients Data and the content of all Client databases to be private. Except as provided in Sections 4 and 5 below, the Quotit Corporation will not intentionally monitor or disclose any data entered or Clients Data unless required by law. Additionally, you agree to respect the privacy and confidentiality of others. Since Subscriber privacy is a function of your password, the Provider encourages Subscribers to change passwords frequently and further not to share the password with any third party.

3. Privacy: Quotit Corporation considers the Clients Data and the content of all Client databases to be private. Except as provided in Sections 4 and 5 below, the Quotit Corporation will not intentionally monitor or disclose any data entered or Clients Data unless required by law. Additionally, you agree to respect the privacy and confidentiality of others. Since Subscriber privacy is a function of your password, the Provider encourages Subscribers to change passwords frequently and further not to share the password with any third party.

4. Subscriber Conduct: You agree that you are solely responsible for the content of your account, and you further acknowledge that the Quotit Corporation acts as a passive conduit for the storage of data. You represent and warrant that the content you provide to the Quotit Corporation: (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 and any other remedies available to the Quotit Corporation by law.

5. Registration Data: In consideration of use of the Service, you agree to provide the Quotit Corporation current, complete, and accurate registration information (the "Registration Data") as prompted by the Service, and to maintain and update the Registration Data as required keeping it current, complete and accurate. You understand the Service is supported by advertising, and you grant the Quotit Corporation the right to disclose the aggregate Registration Data to third parties in connection with marketing the Service. In cases where you choose to receive services from third parties associated with the Quotit Corporation, you grant the right to disclose your individual Registration Data to those third parties in order to fulfill service offers. You also understand that third party service Quotit Corporations have individual policies towards the privacy of customer information, which may differ from those stated herein. Furthermore, the Quotit Corporation may itself use your 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 Corporation's service. Quotit Corporation makes no representations, warranties or assurances that the Customer's equipment will be compatible with the Quotit Corporation service.

7. Age: The Customer 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 Corporation's Acceptable Use Policy, full text of which is found at http://www.Quotit.com/policy. 

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

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

10. Limited Liability:

a. Client expressly agrees that use of Quotit Corporation's Server is at Client's sole risk. Neither Quotit Corporation, its employees, affiliates, agents, third party information providers, merchants licensers or the like, warrant that Quotit Corporation'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 or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Quotit Corporation Server service, unless otherwise expressly stated in this Agreement.

b. Under no circumstances, including negligence, shall Quotit Corporation, its offices, agents or any one else involved in creating, producing or distributing Quotit Corporation's Server service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Quotit Corporation Server service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Quotit Corporation's records, programs or services. Client hereby acknowledges that this paragraph shall apply to all content on Quotit Corporation's Server service.

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

11. Lawful Purpose: Client may only use Quotit Corporation'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 or any connection to such materials.

12. Indemnification: Client agrees that it shall defend, indemnify, save and hold Quotit Corporation harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees, ("Liabilities") asserted against Quotit Corporation, its agents, its customers, servants officers 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 Corporation against Liabilities arising out of (i) any injury to person or property caused by any products sold or otherwise distributed in connection with Quotit Corporation 's Server; (ii) any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party; (iii) copyright infringement and (iv) any defective product which Client sold on Quotit Corporation 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 Corporation Communications. Services as specified in Section 1.

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 and of the Internet.