Form: WHAPOMMcc

1. Services.

1.1. Proniit Online Media and Marketing cc shall provide the following web hosting services:Content Control.  Customer shall have sole control over the Content. Proniit Online Media and Marketing shall not supplement, modify or alter any Work Product which has been accepted by Customer or any Content (other than modifications strictly necessary to upload the Content to the Website) except with Customer’s prior written consent.  Proniit Online Media and Marketing shall upload all Content, including updates, to the Website within 72 hours of delivery to Proniit Online Media and Marketing.Site Downloads.  Proniit Online Media and Marketing at its expense shall make a complete backup of the Website every day.  On the first day of every month, and at any other time as reasonably requested by Customer, Proniit Online Media and Marketing at its expense shall deliver to Customer a complete electronic copy of the Website (including all Provider Tools).

• Standards.  Proniit Online Media and Marketing’s hosting standards shall conform to the following:

»   Availability of Web Site.  The Website shall be publicly available to users a minimum of 99% of the time during any 24 hour period, 99% of the time during any 7 day period, and 99% of the time during any 30 day period; and there will be no period of interruption in public accessibility to the Website that exceeds 2 continuous hours.

»   Response Time.  The main response time for server response to all accesses to the Website shall not exceed more than 10 seconds during any 1 hour period.

»   Bandwidth.  The bandwidth representing the Website’s connection to the Internet shall be operating at full capacity.

»   Inapplicability of Force Majeure.  The foregoing standards shall apply regardless of the cause of the interruption in service, unless the interruption in service was beyond the control of Proniit Online Media and Marketing cc.

1.2. Customer License.  During the period that Proniit Online Media and Marketing provides web hosting services pursuant to this Section 4, Customer hereby grants to Proniit Online Media and Marketing a non-exclusive, non-sublicenseable, royalty-free, worldwide license to reproduce, distribute, publicly perform, publicly display and digitally perform the Content and Work Product only on or in conjunction with the Website.  Customer grants no rights other than explicitly granted herein, and Proniit Online Media and Marketing shall not exceed the scope of its license.

1.3. Trademarks.  Subject to the terms and conditions of this Agreement, each party hereby grants to the other party a limited, non-exclusive, non-sublicenseable, royalty-free, worldwide license to use such party’s trademarks, service marks, trade names, logos or other commercial or product designations (collectively, “Marks”) for the purposes of creating content directories or indexes and for marketing and promoting the Website.  The trademark owner may terminate the foregoing license if, in its sole discretion, the licensee’s use of the Marks does not conform to the owner’s standards.  Title to and ownership of the owner’s Marks shall remain with the owner.  The licensee shall use the Marks exactly in the form provided and in conformance with any trademark usage policies.  The licensee shall not form any combination marks with the other party’s Marks.  The licensee shall not take any action inconsistent with the owner’s ownership of the Marks and any benefits accruing from use of such Marks shall automatically vest in the owner.

2. Term and Termination.

2.1.Termination During Website Hosting.

In the event of expiration or termination of this Agreement while Proniit Online Media and Marketing is providing Web hosting services pursuant to Section 4, Proniit Online Media and Marketing shall download all materials on the Website to a medium of Customer’s choosing and deliver such materials to Customer by 5 p.m. the same business day.  In addition, at no cost to Customer, Proniit Online Media and Marketing shall:

• Keep the Website publicly accessible for a period of 90 days following the date of termination of this Agreement.
• If the transfer requires a change in the Domain Name, immediately upon the date that the Website is no longer publicly accessible, and for a period of 12 months thereafter, maintain the Website’s URL and, at such URL, provide 1 page (including a hypertext link) that Customer may use to direct its users to its new Website or some other URL of Customer’s choosing

Effect of termination

Subject to Proniit Online Media and Marketing’s obligations pursuant to Section 6.4, Proniit Online Media and Marketing shall remove all copies of the Content from servers within its control and use reasonable efforts to remove any references to Customer or the Content from any site which caches, indexes or links to the Website

• If the transfer does not require a change in the Domain Name, cooperate with Customer in assigning a new IP address to the Domain Name as Customer may request and transferring all operations of the Website to a new provider.

3. Customer Covenants.

During the period that Proniit Online Media and Marketing provides Web hosting services pursuant to Section 1, Customer shall not distribute on the Website any Content that:

• Infringes on the Intellectual Property Rights of any third party or any rights of publicity or privacy
• Violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising)
• Is defamatory, trade libelous, unlawfully threatening or unlawfully harassing
• Is obscene, child pornographic or indecent
• Contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

4. Indemnity

Customer shall defend Proniit Online Media and Marketing against any third party claim, action, suit or proceeding alleging any breach of the covenants contained in Section 3.

5. Limitations on Liability

EXCEPT FOR BREACHES OF SECTIONS 1.1, 1.2 AND 1.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

6. Services

For the monthly web hosting fee, Provider shall provide the following services:

• Domain health reporting :

»    Uptime

»    Loading times

»    Host ping

»    DNS lookup

»    Download time

»    Connect time

• Weekly performance scoring

• Problems report

• Unlimited emails

• Unlimited bandwidth

• Unlimited disk space

The services mentioned above will be made available upon request only as we will undertake the maintenance of the services.

7. Control Panel

Customer agrees that no control panel access will be given however full FTP details will be provided.

E&OE